US Cellular 2008 Annual Report Download - page 103

Exhibit C
UNITED STATES CELLULAR CORPORATION
2005 LONG-TERM INCENTIVE PLAN, AS AMENDED
ARTICLE I
PURPOSE
This United States Cellular Corporation 2005 Long-Term Incentive Plan (the ‘‘Plan’’) is an amendment
and restatement of the United States Cellular Corporation 2003 Long-Term Incentive Plan. The purposes
of the Plan are (i) to align the interests of the stockholders of the Company and the key executive and
management employees of the Company and certain of its Affiliates by increasing the proprietary interest
of such employees in the Company’s growth and success, (ii) to advance the interests of the Company
by attracting and retaining such key executive and management employees of the Company and such
Affiliates, and (iii) to motivate such employees to act in the long-term best interests of the Company’s
stockholders.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following capitalized terms shall have the meanings set forth in this
Article.
2.1 ‘‘Affiliate’’ shall mean (i) TDS, (ii) a Person of which the Company or TDS directly or indirectly
owns or controls shares or securities or other interests having combined voting power sufficient to permit
the Company or TDS to elect at least a majority of the members of the board of directors or other
governing body of such Person or (iii) a corporation at least 50% of whose outstanding stock or the
combined voting power of such outstanding stock is owned directly or indirectly by the Company or by
TDS.
2.2 ‘‘Agreement’’ shall mean a written or electronic agreement evidencing an award granted
hereunder between the Company and the recipient of such award.
2.3 ‘‘Board’’ shall mean the Board of Directors of the Company.
2.4 ‘‘Bonus Year’’ shall mean the calendar year for which an annual bonus is payable.
2.5 ‘‘Code’’ shall mean the Internal Revenue Code of 1986, as amended.
2.6 ‘‘Committee’’ shall mean a committee designated by the Board consisting of one or more
members of the Board, each of whom is an ‘‘outside director’’ within the meaning of section 162(m) of
the Code and a ‘‘Non-Employee Director’’ within the meaning of Rule 16b-3 under the Exchange Act.
2.7 ‘‘Common Stock’’ shall mean the class of shares of the Company designated as ‘‘Common
Shares’’ in its Certificate of Incorporation.
2.8 ‘‘Company’’ shall mean United States Cellular Corporation, a Delaware corporation, or any
successor thereto.
2.9 ‘‘Company Match’’ shall mean an amount credited to an employee’s Deferred Compensation
Account pursuant to Section 8.2(b) hereof based on the deferred portion of the employee’s annual
bonus for a Bonus Year.
2.10 ‘‘Deferred Compensation Account’’ shall mean a book reserve maintained by the Company for
the purpose of measuring the amount of deferred compensation payable to an employee with respect to
the deferred portion of the employee’s annual bonus for a Bonus Year.
2.11 ‘‘Disability’’ shall mean a total physical disability which, in the Committee’s judgment, prevents
an employee from performing substantially such employee’s employment duties and responsibilities for a
continuous period of at least six months.
C-1