US Cellular 2008 Annual Report Download - page 109

such option (i) in cash, (ii) in Mature Shares having a Fair Market Value, determined as of the date
of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iii) to the
extent legally permissible, in cash by a broker-dealer acceptable to the Company to whom the
option holder has submitted an irrevocable notice of exercise or (iv) by a combination of (i) and (ii),
in each case to the extent authorized by the Committee. Any fraction of a share of Stock which
would be required to satisfy the aggregate of such purchase price and the withholding taxes with
respect to the award, as described in Section 9.6, shall be disregarded and the remaining amount
due shall be paid in cash by the option holder. No share of Stock shall be delivered until the full
purchase price therefore and the withholding taxes thereon have been paid (or arrangement has
been made for such payment to the Company’s satisfaction).
(b) Purchase Price Payment by Officers. The holder of an option awarded to an Officer before
March 7, 2006 may pay for the shares of Stock to be purchased pursuant to the exercise of such
option (i) by any of the methods set forth in Section 4.4(a) or (ii) by authorizing the Company to
withhold whole shares of Stock which would otherwise be delivered having a Fair Market Value,
determined as of the date of exercise, equal to the aggregate purchase price payable by reason of
such exercise, in each case to the extent authorized by the Committee. Payment for shares of Stock
to be purchased pursuant to the exercise of an option granted to an Officer on or after March 7,
2006 shall be by (i) the delivery of Mature Shares having a Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price payable by reason of such exercise or
(ii) authorizing the Company to withhold whole shares of Stock which would otherwise be delivered
having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase
price payable by reason of such exercise. Any fraction of a share of Stock which would be required
to satisfy the aggregate of such purchase price and the withholding taxes with respect to the award,
as described in Section 9.6, shall be disregarded and the remaining amount due shall be paid in
cash by the option holder. No share of Stock shall be delivered until the full purchase price therefore
and the withholding taxes thereon have been paid (or arrangement has been made for such
payment to the Company’s satisfaction).
4.5 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible
employees as may be selected by the Committee; provided, however, that an employee of an Affiliate
may be granted an SAR only if the underlying Stock qualifies, with respect to such employee, as
‘‘service recipient stock’’ within the meaning set forth in section 409A of the Code. The Agreement
relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.
SARs shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem advisable.
(a) Number of SARs and Base Price. The number of SARs subject to an award shall be
determined by the Committee. Any Tandem SAR shall be granted on the same date that the related
option is granted. The base price of a Tandem SAR shall be the purchase price per share of Stock
of the related option. The base price of a Free-Standing SAR shall be determined by the Committee;
provided, however, that such base price shall not be less than 100% of the Fair Market Value of a
share of Stock on the date of grant of such SAR.
(b) Exercise Period and Exercisability. The Agreement relating to an award of SARs shall
specify whether such award may be settled in shares of Stock or cash or a combination thereof. The
period for the exercise of an SAR shall be determined by the Committee; provided, however, that no
Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination
of the related option. The Committee may, in its discretion, establish Performance Measures which
shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a
portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative
or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion
thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Stock
and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. Prior to the
exercise of an SAR for shares of Stock, the holder of such SAR shall have no rights as a stockholder
of the Company with respect to the shares of Stock subject to such SAR.
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