US Cellular 2008 Annual Report Download - page 102
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attended and reimbursement of reasonable expenses incurred in connection with attendance at such
meeting.
Miscellaneous
Under the Plan, annual retainers will be paid in cash on a quarterly basis, as of the last day of each
calendar quarter, and will compensate the non-employee director for services performed during such
calendar quarter.
Fees for meetings of the board and all committee meetings will be paid in cash on a quarterly basis
as of the last day of each calendar quarter, and will compensate the non-employee director for meetings
attended during such calendar quarter.
Non-employee directors shall timely submit for reimbursement of reasonable expenses incurred in
connection with meeting attendance, and the Company shall reimburse such expenses within two weeks
after submission. In no event shall such reimbursement occur following the last day of the calendar year
following the calendar year in which the expense was incurred.
Upon approval of this amended Plan by shareholders of the Company, directors of the Company
shall have the authority without further shareholder approval to further amend this Plan from time to time,
including amendments to increase the amount of the compensation payable in Common Shares from
time to time, provided that the total number of Common Shares issued under the Plan shall not exceed
the amount previously approved by shareholders of the Company.
Unless otherwise approved by shareholders of the Company, the total number of shares that may be
issued under the Plan (including shares previously issued under the Plan) shall not exceed 60,000
Common Shares.
Subject to shareholder approval of the amended Plan, pursuant to Section 303A.08 of the New York
Stock Exchange Listed Company Manual, the authorization to issue the Common Shares shall expire ten
years after the date of such shareholder approval, unless reapproved by shareholders. If for any reason
shares cannot be issued pursuant to the requirements of the New York Stock Exchange or otherwise, the
value of such shares that cannot be issued shall be issued in the form of cash.
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