US Cellular 2008 Annual Report Download - page 105

90 days after the beginning of the Performance Period or Restriction Period, as applicable (or such other
time designated by the Internal Revenue Service) and (ii) shall satisfy all other applicable requirements
imposed under Treasury Regulations promulgated under section 162(m) of the Code, including the
requirement that such Performance Measures be stated in terms of an objective formula or standard.
Subject to (i) section 162(m) of the Code with respect to an award that is intended to be qualified
performance-based compensation and (ii) section 409A of the Code with respect to an award that is
subject thereto, the Committee, in its sole discretion, may amend or adjust the Performance Measures or
other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events
affecting the Company or its financial statements or changes in law or accounting principles.
2.23 ‘‘Performance Period’’ shall mean a period designated by the Committee during which
Performance Measures shall be measured.
2.24 ‘‘Permitted Transferee’’ shall mean (i) an award holder’s spouse, (ii) any of the award holder’s
lineal descendants, lineal ancestors or siblings, (iii) the award holder’s mother-in-law or father-in-law, or
any son-in-law, daughter-in-law, brother-in-law or sister-in-law, (iv) a trust of which one or more of the
Persons described in clauses (i), (ii) or (iii) are the only beneficiaries during the term the award is held by
a Permitted Transferee, (v) a partnership in which no Person is a partner other than the award holder or
one or more of the Persons described in clauses (i)-(vii) hereof, (vi) a limited liability company in which
no Person is a member other than the award holder or one or more of the Persons described in
clauses (i)-(vii) hereof, or (vii) any other Person approved in writing by the Committee prior to any
transfer of an award, provided that any Person described in clauses (i)-(vii) hereof has entered into a
written agreement with the Company to withhold shares of Stock which would otherwise be delivered, or
an amount of cash which would otherwise be payable, to such Person to satisfy any federal, state, local
or other taxes that may be required to be withheld or paid in connection with such award in the event
that the award holder does not provide for an arrangement satisfactory to the Company to assure that
such taxes will be paid.
2.25 ‘‘Person’’ shall mean any individual, group, firm, corporation, general partnership, limited
partnership, limited liability partnership, limited liability company, joint venture, association, trust or other
entity.
2.26 ‘‘Restricted Stock’’ shall mean shares of Stock which are subject to a Restriction Period.
2.27 ‘‘Restricted Stock Award’’ shall mean an award of Restricted Stock.
2.28 ‘‘Restricted Stock Unit’’ shall mean a right which entitles the holder thereof to receive, upon
termination of the Restriction Period, a share of Stock or cash equal to the Fair Market Value of a share
of Stock on the date that the Restriction Period terminates.
2.29 ‘‘Restricted Stock Unit Award’’ shall mean an award of Restricted Stock Units.
2.30 ‘‘Restriction Period’’ shall mean a period designated by the Committee during which (i) the
Stock subject to a Restricted Stock Award shall not be sold, transferred, assigned, pledged,
hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or the Agreement
relating to such award, or (ii) the restrictions applicable to a Restricted Stock Unit Award shall remain in
effect.
2.31 ‘‘SAR’’ shall mean a stock appreciation right, which may be a Free-Standing SAR or a Tandem
SAR.
2.32 ‘‘Separation from Service’’ shall mean a termination of employment with the Employers and
their affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without regard to any permissible
alternative definition thereunder). ‘‘Affiliate’’ for this purpose shall mean (i) a corporation that is a member
of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as an
Employer or (ii) a trade or business (whether or not incorporated) under common control (within the
meaning of section 414(c) of the Code) with an Employer, but in each case substituting a 50% ownership
level for the 80% ownership level specified therein.
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