US Cellular 2008 Annual Report Download - page 107

satisfied at the maximum or any other level and (E) all or a portion of the amount in a Deferred
Compensation Account attributable to a Company Match shall vest. The Committee shall, subject to the
terms of the Plan, interpret the Plan and the application thereof, establish rules and regulations it deems
necessary or desirable for the administration of the Plan and may impose, incidental to the grant of an
award, conditions with respect to the award, such as limiting competitive employment or other activities.
All such interpretations, rules, regulations and conditions shall be final, binding and conclusive.
(a) Delegation. To the extent legally permissible, the Committee may delegate some or all of
its power and authority hereunder to the chairman of the Board or an executive officer of the
Company as the Committee deems appropriate; provided, however, that the Committee may not
delegate its power and authority with regard to (i) the selection for participation in the Plan of (A) an
employee who is the chief executive officer of the Company (or is acting in such a capacity), one of
the four highest compensated officers of the Company (other than the chief executive officer), or any
other person deemed to be a ‘‘covered employee’’ within the meaning of section 162(m) of the
Code or who, in the Committee’s judgment, is likely to be a covered employee at any time during
the period an award to be granted to such employee may result in taxable income to the employee,
or (B) an officer or other person subject to section 16 of the Exchange Act, or (ii) decisions
concerning the timing, pricing or amount of an award granted to such an employee, officer or other
person.
(b) Indemnification. No member of the Board or Committee nor any executive officer to whom
the Committee shall delegate any of its power and authority hereunder shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with the
Plan, and each member of the Board and the Committee and each executive officer who is
designated by the Committee to exercise any power or authority hereunder shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss, damage or
expense (including attorneys’ fees) arising therefrom to the full extent permitted by law, except as
otherwise may be provided in the Company’s Certificate of Incorporation or by-laws, and under any
directors’ and officers’ liability insurance which may be in effect from time to time.
3.3 Shares Available.
(a) Subject to adjustment as provided in Section 9.8, 9,600,000 shares of Common Stock shall
be available under the Plan. Such shares of Common Stock and shares of each other class of Stock
which is available under the Plan shall be reduced by the sum of the aggregate number of shares of
such Stock subject to outstanding awards under the Plan.
(b) To the extent that shares of Stock subject to an outstanding award granted under this Plan
are not issued or delivered to the holder of the award or are returned to the Company by the holder
of the award by reason of (i) the expiration, termination, cancellation or forfeiture of such award,
(ii) the settlement of such award in cash or (iii) the delivery or withholding of shares of Stock to pay
all or a portion of the exercise price of an award, if any, or to satisfy all or a portion of the tax
withholding obligations relating to an award, then such shares of Stock shall again be available
under the Plan.
(c) Shares of Stock to be delivered under the Plan shall be made available from authorized and
unissued shares of Stock, or authorized and issued shares of Stock reacquired and held as treasury
shares or otherwise or a combination thereof.
(d) To the extent necessary for an award to be qualified performance-based compensation
under section 162(m) of the Code and the regulations thereunder, (i) the maximum number of
shares of Stock with respect to which options or SARs or a combination thereof may be granted
during any calendar year to any employee shall be 175,000, subject to adjustment as provided in
Section 9.8, (ii) the maximum number of shares of Stock with respect to which Restricted Stock
Awards or Restricted Stock Unit Awards subject to Performance Measures (or a combination thereof)
may be granted during any calendar year to any employee shall be 50,000, subject to adjustment as
provided in Section 9.8 and (iii) the maximum amount that may be paid to any employee under a
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