US Cellular 2008 Annual Report Download - page 111

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Company, including, but not limited to, voting rights, the right to receive dividends or other
distributions and the right to participate in any capital adjustment applicable to all holders of Stock;
provided, however, that a distribution with respect to shares of Stock, other than a regular cash
dividend, shall be deposited with the Company and shall be subject to the same restrictions as the
shares of Stock with respect to which such distribution was made.
5.3 Termination of Employment or Service. All of the terms relating to the satisfaction of
Performance Measures and the termination of the Restriction Period relating to a Restricted Stock Award,
or any cancellation or forfeiture of such Restricted Stock Award upon a termination of employment with
or service to the Company of the holder of such Restricted Stock Award, 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 Restricted Stock Award.
ARTICLE VI
RESTRICTED STOCK UNIT AWARDS
6.1 Restricted Stock Unit Awards. The Committee may, in its discretion, grant Restricted Stock
Unit Awards to such eligible employees as may be selected by the Committee.
6.2 Terms of Restricted Stock Unit Awards. Restricted Stock Unit 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 Restricted Stock Units and Other Terms. The number of Restricted Stock Units
subject to a Restricted Stock Unit Award and the Performance Measures (if any) and Restriction
Period applicable to a Restricted Stock Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit 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 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 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) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted
Stock Unit Award (i) shall specify whether such award may be settled in shares of Stock or cash or
a combination thereof and (ii) may specify whether the holder thereof shall be entitled to receive, on
a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on or
the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of
shares of Stock subject to such award. Prior to the settlement of a Restricted Stock Unit Award in
shares of Stock, the holder of such award shall have no rights as a stockholder of the Company
with respect to the shares of Stock subject to such award.
6.3 Termination of Employment or Service. All of the terms relating to the satisfaction of
Performance Measures and the termination of the Restriction Period relating to a Restricted Stock Unit
Award, or any cancellation or forfeiture of such Restricted Stock Unit Award upon a termination of
employment with or service to the Company of the holder of such Restricted Stock Unit Award, 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 Restricted Stock Unit Award.
ARTICLE VII
PERFORMANCE AWARDS
7.1 Performance Awards. The Committee may, in its discretion, grant Performance Awards to such
eligible employees as may be selected by the Committee.
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