USM US Cellular Corp

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The following information is being provided pursuant to paragraph (e) of Item 5.02 of Form 8-K:

United States Cellular Corp oration 2016 Executive Officer Annual Incentive Plan.

As of June 7, 2016 the United States Cellular Corporation (“U.S. Cellular”) 2016 Executive Officer Annual Incentive Plan Effective January 1, 2016 (“2016 Incentive Plan”) was approved both by U.S. Cellu lar’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.

The purposes of the 2016 Incentive Plan are: to provide incentive for the executive of ficers of U.S. Cellular to extend their best efforts toward achieving superior results in relation to key business performance targets; to reward U.S. Cellular’s executive officers in relation to their success in meeting and exceeding the performance targe ts; and to attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2016 Incentive Plan are all executive officers of U.S. Cellular, which are defined in the 2016 Incentive Plan a s all executive vice presidents and the senior vice president – chief human resources officer.

The following performance measures will be considered for the purposes of the 2016 Incentive Plan:  

It is anticipated that bonuses for 2016 will be paid on or after January 1, 2017 but no later than March 15, 2017 (the “bonus payout date”).  However, in the event of a payout in connection with retirement or death, the bonus will be paid as soon as administratively possible following such retirement or death, but no later than the bonus payout date.   No bonus is due unless an executive officer remains employed through the bonu s payout date except that an executive officer who separates due to retirement or death is eligible for a pro-rated bonus.  In addition, the President and CEO may approve a bonus, or a pro-rated bonus, for an executive officer who is not employed through t he bonus payout date.

Any compensation earned or paid pursuant to the 2016 Incentive Plan is subject to forfeiture, recovery by U.S. Cellular, or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, in cluding without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or   as otherwise required by law.

The foregoing de scription of the 2016 Incentive Plan is not purported to be complete with respect to the material terms of such plan and is qualified by reference to the complete 2016 Incentive Plan for the material terms of such plan, which is filed herewith as Exhibit 1 0.1 and incorporated by reference herein.