US Cellular 2008 Annual Report Download - page 112

7.2 Terms of Performance Awards. Performance 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) Amount of Performance Award, Performance Measures and Performance Period. The
amount of a Performance Award and the Performance Measures and Performance Period applicable
to such award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in
the manner determined by the Committee, in its discretion, and subject to the provisions of the Plan,
for the vesting of such award, if specified Performance Measures are satisfied or met during the
specified Performance Period, and for the forfeiture of such award, if specified Performance
Measures are not satisfied or met during the specified Performance Period.
(c) Settlement of Vested Performance Awards. The Agreement relating to a Performance
Award (i) shall specify whether such award may be settled in shares of Stock (including shares of
Restricted 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
Performance 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.
7.3 Termination of Employment or Service. All of the terms relating to the satisfaction of
Performance Measures and the termination of the Performance Period relating to a Performance Award,
or any cancellation or forfeiture of such Performance Award upon a termination of employment with or
service to the Company of the holder of such Performance 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 Performance Award.
ARTICLE VIII
DEFERRED COMPENSATION ACCOUNTS
AND COMPANY MATCH AWARDS
8.1 Company Match Awards. The Committee may, in its discretion, make Company Match awards
available to such eligible employees as may be selected by the Committee.
8.2 Terms of Annual Bonus Deferrals and Company Match Awards. An annual bonus deferral, and
any related Company Match award, shall be subject to the following terms and conditions and such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem advisable.
(a) Annual Bonus Deferral. There shall be deducted from each check in full or partial payment
of an employee’s annual bonus for a Bonus Year, an amount equivalent to the percentage of the
gross bonus payment that the employee has elected to defer, which amount will be credited to the
employee’s Deferred Compensation Account as of the date on which the check is to be issued. An
employee’s election to defer an amount of his or her annual bonus shall be made not later than the
last day of the calendar year immediately preceding the Bonus Year (or, in the case of a Newly
Eligible Employee (as defined in Section 8.3), not later than the 30th day after the employee
becomes eligible, provided that such deferral election shall apply solely to that portion of the annual
bonus equal to the total annual bonus multiplied by the ratio of the number of days remaining in the
Bonus Year after the date of the deferral election over the total number of days in the Bonus Year).
Annual bonus amounts credited to the employee’s Deferred Compensation Account pursuant to this
paragraph (a) (as adjusted for deemed investment returns) shall be 100% vested at all times.
(b) Company Match. As of each date on which an amount is credited to an employee’s
Deferred Compensation Account pursuant to paragraph (a), there shall also be credited to the
Deferred Compensation Account a Company Match amount equal to the sum of (i) 25% of the
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