US Cellular 2008 Annual Report Download - page 108

Performance Award for any Performance Period shall not exceed 50,000 shares of Stock (subject to
adjustment as provided in Section 9.8), or the Fair Market Value thereof if paid in cash.
(e) Subject to adjustment as provided in Section 9.8, the maximum aggregate number of
shares of Stock that may be issued under the Plan in connection with Incentive Stock Options is
9,600,000.
ARTICLE IV
STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS
4.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of
Stock to such eligible employees as may be selected by the Committee; provided, however, that an
employee of an Affiliate may be granted an option to purchase shares of Stock only if the Stock
qualifies, with respect to such employee, as ‘‘service recipient stock’’ within the meaning set forth in
section 409A of the Code. Each option, or portion thereof, that is not an Incentive Stock Option shall be
a Non-Qualified Stock Option. An Incentive Stock Option may not be granted to any person who is not
an employee of the Company or any related corporation (as defined in Treasury Regulation
§1.421-1(i)(2)). Each Incentive Stock Option shall be granted within ten years of the date this amended
and restated Plan is adopted by the Board. To the extent that the aggregate Fair Market Value
(determined as of the date of grant) of shares of Stock with respect to which options designated as
Incentive Stock Options are exercisable for the first time by an option holder during any calendar year
(under the Plan or any other plan of the Company or any related corporation (as defined in Treasury
Regulation §1.421-1(i)(2)) exceeds the amount (currently $100,000) established by the Code, such
options shall constitute Non-Qualified Stock Options. Options shall be subject to the terms and
conditions set forth in Sections 4.1 through 4.4 hereof and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.
4.2 Number of Shares and Purchase Price. The number of shares of Stock subject to an option
and the purchase price per share of Stock purchasable upon exercise of the option shall be determined
by the Committee; provided, however, that the purchase price per share of Stock purchasable upon
exercise of either an Incentive Stock Option or a Non-Qualified Stock Option shall not be less than 100%
of the Fair Market Value of a share of Stock on the date such option is granted; provided further, that if
an Incentive Stock Option shall be granted to an employee who owns capital stock possessing more
than ten percent of the total combined voting power of all classes of capital stock of the Company (or of
any related corporation (as defined in Treasury Regulation §1.421-1(i)(2)) (‘‘Ten Percent Holder’’), the
purchase price per share of Stock shall not be less than the price (currently 110% of Fair Market Value)
required by the Code in order for the option to constitute an Incentive Stock Option.
4.3 Option Period and Exercisability. The period during which an option may be exercised shall
be determined by the Committee; provided, however, that no Incentive Stock Option shall be exercised
later than ten years after its date of grant; provided further, that if an Incentive Stock Option shall be
granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of
grant. The Committee may, in its discretion, establish Performance Measures which must be satisfied
during a Performance Period as a condition either to a grant of an option or to the exercisability of all or
a portion of an option. The Committee shall determine whether an option shall become exercisable in
cumulative or non-cumulative installments or in part or in full at any time. An option may be exercised
only with respect to whole shares of Stock.
4.4 Method of Exercise. An option may be exercised (i) by giving notice to the Chief Financial
Officer of the Company (or such other person as may be designated by him or her) specifying the
number of whole shares of Stock to be purchased and by arranging for the payment therefore in
accordance with Section 4.4(a) or 4.4(b), as applicable and (ii) by executing such documents and taking
any other actions as the Company may reasonably request.
(a) Purchase Price Payment by Nonofficers. The holder of an option awarded to an employee
who is not an Officer may pay for the shares of Stock to be purchased pursuant to the exercise of
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