US Cellular 2008 Annual Report Download - page 104

2.12 ‘‘Employer’’ shall mean the Company, USCC Payroll Corporation, and any Affiliate selected by
the Committee and approved by the Board.
2.13 ‘‘Exchange Act’’ shall mean the Securities Exchange Act of 1934, as amended.
2.14 ‘‘Fair Market Value’’ of a share of Stock shall mean its closing sale price on the principal
national stock exchange on which the Stock is traded on the date as of which such value is being
determined, or, if there shall be no reported sale for such date, on the next preceding date for which a
sale was reported; provided that if Fair Market Value for any date cannot be so determined, Fair Market
Value shall be determined by the Committee by whatever means or method as the Committee, in the
good faith exercise of its discretion, shall at such time deem appropriate.
2.15 ‘‘Free-Standing SAR’’ shall mean an SAR which is not granted in tandem with, or by reference
to, an option, which entitles the holder thereof to receive, upon exercise, shares of Stock, cash or a
combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of
Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs
which are exercised.
2.16 ‘‘Incentive Stock Option’’ shall mean an option to purchase shares of Stock which meets the
requirements of section 422 of the Code (or any successor provision) and which is designated as
intended to constitute an Incentive Stock Option.
2.17 ‘‘Legal Representative’’ shall mean a guardian, legal representative or other person acting in a
similar capacity with respect to an award holder.
2.18 ‘‘Mature Shares’’ shall mean previously-acquired shares of Stock for which the holder thereof
has good title, free and clear of all liens and encumbrances, and which such holder either (i) has held
for at least six months (or such shorter period as the Committee may permit, provided that such shorter
period will not require the Company to recognize an increased compensation expense under applicable
accounting principles) or (ii) has purchased on the open market.
2.19 ‘‘Non-Qualified Stock Option’’ shall mean an option to purchase shares of Stock which is not
an Incentive Stock Option.
2.20 ‘‘Officer’’ shall mean an individual who is designated as an officer of an Employer by the
Board of Directors of the Employer or by the Bylaws of the Employer.
2.21 ‘‘Performance Award’’ shall mean a right, contingent upon the attainment of specified
Performance Measures within a specified Performance Period, to receive payment in cash or in shares of
Stock of a specified amount.
2.22 ‘‘Performance Measures’’ shall mean the criteria and objectives, established by the
Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a
portion of an option or SAR, (ii) as a condition to the grant of a Restricted Stock Award or a Restricted
Stock Unit Award or (iii) during the applicable Restriction Period or Performance Period as a condition to
the holder’s receipt, in the case of a Restricted Stock Award, of the shares of Stock subject to such
award, or, in the case of a Restricted Stock Unit Award or Performance Award, of the shares of Stock
subject to such award or the cash amount payable with respect to such award (or a combination
thereof). To the extent necessary for an award to be qualified performance-based compensation within
the meaning of section 162(m) of the Code, such criteria and objectives shall include one or more of the
following: the attainment by a share of Stock of a specified Fair Market Value for a specified period of
time, earnings per share, return to stockholders (including dividends), return on assets, return on equity,
return on capital, customer satisfaction, gross customer additions, net customer additions, sales and
marketing cost per gross customer addition, customer defections, earnings, revenues, average revenue
per customer unit, market share, cash flow or cost reduction goals, or any combination of the foregoing.
If the Committee desires that compensation payable pursuant to any award subject to Performance
Measures be qualified performance-based compensation within the meaning of section 162(m) of the
Code, the Performance Measures (i) shall be established in writing by the Committee no later than
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