US Cellular 2008 Annual Report Download - page 113

amount credited to the Deferred Compensation Account as of such date pursuant to paragraph (a)
which is not in excess of one-half of the employee’s total gross bonus for the Bonus Year and
(ii) 331⁄3% of the amount credited to the Deferred Compensation Account as of such date pursuant to
paragraph (a) which is in excess of one-half of the employee’s total gross bonus for the Bonus Year.
One-third of the Company Match amount so credited to the employee’s Deferred Compensation
Account pursuant to this paragraph (b) (as adjusted for deemed investment returns) shall become
vested on each of the first three annual anniversaries of the last day of the Bonus Year, provided that
the employee remains continuously employed by the Company or an Affiliate until such date and the
related bonus amount credited to the Deferred Compensation Account pursuant to paragraph (a)
has not been withdrawn or distributed before such date. Any Company Match amount that is not
vested as of the date that the related annual bonus amount is withdrawn or distributed shall be
forfeited as of the date of such withdrawal or distribution. Notwithstanding the foregoing, the
Company Match amount, to the extent not forfeited previously, shall become 100% vested upon
(i) the employee’s Separation from Service by reason of the employee’s Retirement (as defined in
Section 8.3) or death or (ii) the employee suffering a Permanent Disability (as defined in Section 8.3)
prior to the employee’s Separation from Service.
(c) Deemed Investment of Deferred Compensation Account. Amounts credited to an
employee’s Deferred Compensation Account pursuant to paragraphs (a) and (b) above shall be
deemed to be invested in whole and fractional shares of Stock at the Fair Market Value thereof on
the date as of which the amount is credited to the Deferred Compensation Account.
(d) Payment of Deferred Compensation. Except as otherwise set forth in the Agreement(s)
relating to an employee’s Deferred Compensation Account, payment of an employee’s Distributable
Balance (as defined in Section 8.3) will be in accordance with the employee’s distribution date
election and, for Bonus Years commencing prior to January 1, 2009, payment method election;
provided, however, that if the employee is a Specified Employee as of the date of his or her
Separation from Service and is entitled to payment by reason of such Separation from Service, no
payment (including on account of the employee’s Permanent Disability or Unforeseeable Emergency
or in connection with a Change in Control) shall be made before the date which is six (6) months
after the date of the employee’s Separation from Service (or if earlier than the end of such six-month
period, the date of the employee’s death). All payments of deferred compensation hereunder will be
made in whole shares of Stock and cash equal to the Fair Market Value of any fractional share. If an
employee dies before his or her entire Distributable Balance has been paid, the Company shall pay
the remainder of the Distributable Balance to the employee’s beneficiary designated pursuant to
Section 9.4.
(e) Unforeseeable Emergency Withdrawals. Upon written request by an employee whom the
Committee determines has suffered an Unforeseeable Emergency, the Committee may direct
payment to the employee of all or any portion of the employee’s Distributable Balance. The
circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each
case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such
emergency plus amounts necessary to pay taxes and penalties reasonably anticipated as a result of
such payment after taking into account the extent to which such emergency is or may be relieved
(i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the
employee’s assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship; or (iii) by cessation of deferrals under any Account Balance Plan (as defined in
Section 8.3). In the event that the Committee approves a withdrawal of all or a portion of an
employee’s Distributable Balance due to an Unforeseeable Emergency, payment shall be made to
the employee in a lump sum as soon as practicable following such approval, but in no event later
than sixty (60) days after the occurrence of the Unforeseeable Emergency. If an employee receives,
either hereunder or from any other nonqualified deferred compensation arrangement maintained by
an Employer or Affiliate, a withdrawal on account of the employee’s Unforeseeable Emergency, any
deferral election by the employee in effect under this Article VIII shall be cancelled, effective as of
the date of such withdrawal.
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