US Cellular 2008 Annual Report Download - page 110

(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the
Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to
the Company any options which are cancelled by reason of the exercise of the Tandem SAR and
(iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR
may be exercised (A) by giving written notice to the Company specifying the whole number of SARs
which are being exercised and (B) by executing such documents as the Company may reasonably
request.
4.6 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or
other disposition of an option or SAR upon a termination of employment with or service to the Company
of the holder of such option or SAR, whether by reason of Disability, retirement, death or other
termination, shall be determined by the Committee. Such determination shall be specified in the
Agreement relating to such option or SAR.
ARTICLE V
RESTRICTED STOCK AWARDS
5.1 Restricted Stock Awards. The Committee may, in its discretion, grant Restricted Stock Awards
to such eligible employees as may be selected by the Committee.
5.2 Terms of Restricted Stock Awards. Restricted Stock Awards 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 Shares and Other Terms. The number of shares of Stock subject to a
Restricted Stock Award and the Performance Measures (if any) and Restriction Period applicable to
a Restricted Stock Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide,
in the manner determined by the Committee, in its discretion, and subject to the provisions of the
Plan, (i) for the vesting of the shares of Stock subject to such award (w) if specified Performance
Measures are satisfied or met during the specified Restriction Period or (x) if the holder of such
award remains continuously in the employment of or service to the Company during the specified
Restriction Period and (ii) for the forfeiture of the shares of Stock subject to such award (y) if
specified Performance Measures are not satisfied or met during the specified Restriction Period or
(z) if the holder of such award does not remain continuously in the employment of or service to the
Company during the specified Restriction Period.
(c) Custody and Delivery of Stock. During the Restriction Period, at the Company’s sole
discretion, the shares subject to a Restricted Stock Award either (i) shall be held by the Company in
book entry form, with the restrictions on the shares duly noted, or (ii) shall be represented by a
certificate or certificates registered in the holder’s name, which may bear a legend, in addition to any
legend which may be required pursuant to Section 9.7, indicating that the ownership of the shares
represented by such certificate is subject to the restrictions, terms and conditions of the Plan and
the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with
the Company or its agent, together with stock powers or other instruments of assignment (including
a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or
appropriate by the Company, which would permit transfer to the Company of all or a portion of the
shares subject to the Restricted Stock Award in the event such award is forfeited in whole or in part.
Upon termination of any applicable Restriction Period (and the satisfaction or attainment of
applicable Performance Measures), subject to the Company’s right to require payment of any taxes
in accordance with Section 9.6, a certificate or certificates evidencing ownership of the requisite
number of shares of Stock shall be delivered to the holder of such award.
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the
Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a
Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the
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