US Cellular 2008 Annual Report Download - page 106

2.33 ‘‘Specified Employee’’ shall have the meaning set forth in the ‘‘Section 409A Specified
Employee Policy of Telephone and Data Systems, Inc. and its Affiliates,’’ which policy hereby is
incorporated herein by reference.
2.34 ‘‘Stock’’ shall mean Common Stock and any other capital stock of any class which (i) is
designated by the Board to be available for awards under the Plan or (ii) becomes available for awards
under the Plan by reason of a conversion, stock split, stock dividend, recapitalization, reclassification,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event or any distribution to holders of shares of Common Stock.
2.35 ‘‘Tandem SAR’’ shall mean an SAR which is granted in tandem with, or by reference to, an
option, which entitles the holder thereof to receive, upon exercise of such SAR and surrender for
cancellation of all or a portion of such option, 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 shares of Stock subject to such
option, or portion thereof, which is surrendered.
2.36 ‘‘TDS’’ shall mean Telephone and Data Systems, Inc., a Delaware corporation.
ARTICLE III
ELIGIBILITY AND ADMINISTRATION
3.1 Eligibility. Participants in the Plan shall consist of such key executive and management
employees of the Employers as the Committee in its sole discretion may select from time to time. The
Committee’s selection of an employee to participate in the Plan at any time shall not require the
Committee to select such employee to participate in the Plan at any other time.
3.2 Administration. The Plan shall be administered by the Committee. Any one or a combination
of the following awards may be made under the Plan to eligible persons: (i) options to purchase shares
of Stock in the form of Incentive Stock Options or Non-Qualified Stock Options, (ii) SARs in the form of
Tandem SARs or Free-Standing SARs, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards,
(v) Performance Awards and (vi) Company Match awards. The Committee shall, subject to the terms of
the Plan, select eligible persons for participation in the Plan and determine the form, amount and timing
of each award to such persons and, if applicable, the number of shares of Stock, the number of SARs
and the number of Restricted Stock Units subject to such an award, the exercise or base price
associated with the award, the time and conditions of exercise or settlement of the award and all other
terms and conditions of the award, including, without limitation, the form of the Agreement evidencing
the award. Notwithstanding any other provision of the Plan, the approval by the full Board, including the
affirmative vote of a majority of the members of the Committee, shall be required with respect to any
grant of stock options, Restricted Stock Awards, Restricted Stock Unit Awards or similar stock-based
compensation if the number of Common Shares which could be issued pursuant to such award, when
added to the then currently outstanding Common Shares plus the number of Common Shares then
subject to purchase or receipt pursuant to all grants of stock options, employee stock purchase plans,
restricted stock or restricted stock unit awards and any other plan or program pursuant to which
Common Shares of the Company have been optioned or granted, whether vested or not, would result in
the Company no longer satisfying the eligibility requirements, under Section 1504 of the Code, to file a
consolidated tax return with TDS.
The Committee may, in its sole discretion and for any reason at any time, subject to the
requirements imposed under section 162(m) of the Code and regulations promulgated thereunder in the
case of an award intended to be qualified performance-based compensation, and to the extent permitted
under section 409A of the Code and regulations promulgated thereunder in the case of an award that is
‘‘deferred compensation’’ within the meaning thereof, take action such that (A) any or all outstanding
options and SARs shall become exercisable in part or in full, (B) all or a portion of the Restriction Period
applicable to any outstanding Restricted Stock Award or Restricted Stock Unit Award shall lapse, (C) all
or a portion of the Performance Period applicable to any outstanding Performance Award shall lapse,
(D) the Performance Measures applicable to any outstanding award (if any) shall be deemed to be
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