US Cellular 2008 Annual Report Download - page 115

not approved by the Company’s stockholders, any awards granted under the Plan, as amended and
restated herein, shall be null and void.
9.2 Amendments. The Board may amend the Plan as it shall deem advisable, subject to any
requirement of stockholder approval under applicable law, rule or regulation, including section 162(m)
and section 422 of the Code and any rule of the principal national stock exchange on which the Stock is
then traded; provided, however, that no amendment shall be made without stockholder approval if such
amendment would (a) increase the maximum number of shares of Stock available for issuance under the
Plan (subject to Section 9.8) or (b) effect any change inconsistent with section 422 of the Code. No
amendment may impair the rights of a holder of an outstanding award without the consent of such
holder.
9.3 Agreement. Each award granted under the Plan shall be evidenced by an Agreement setting
forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is
executed by the Company and executed or accepted electronically by the recipient of the award and,
upon such execution or execution and electronic acceptance, and delivery of the Agreement to the
Company, such award shall be effective as of the effective date set forth in the Agreement.
9.4 Designation of Beneficiaries. Each employee may designate a beneficiary or beneficiaries with
respect to each of his or her awards and his or her Deferred Compensation Account by executing and
filing with the Company during his or her lifetime a written beneficiary designation on a form prescribed
by the Committee. The employee may change or revoke any such designation by executing and filing
with the Company during his or her lifetime a new beneficiary designation. If the employee is married
and names someone other than his or her spouse (e.g., a child) as primary beneficiary of the
employee’s Deferred Compensation Account, the designation is invalid unless the spouse consents by
signing the designated area of the beneficiary designation form in the presence of a Notary Public. If all
designated beneficiaries predecease the employee or, in the case of corporations, partnerships, trusts or
other entities which are designated beneficiaries, are terminated, dissolved, become insolvent or are
adjudicated bankrupt prior to the date of the employee’s death, or if the employee fails to designate a
beneficiary, then the following persons in the order set forth below shall be the employee’s beneficiaries:
(i) Employee’s spouse, if living; or if none,
(ii) Employee’s then living descendants, per stirpes; or if none,
(iii) Employee’s estate.
9.5 Transferability of Awards. No Incentive Stock Option, Restricted Stock Unit Award,
Performance Award or Deferred Compensation Account shall be transferable other than pursuant to a
beneficiary designation pursuant to Section 9.4 and effective on the recipient’s death. No other award
shall be transferable other than (a) pursuant to a beneficiary designation pursuant to Section 9.4 and
effective on the recipient’s death or (b) to the extent permitted under (i) securities laws relating to the
registration of securities subject to employee benefit plans and (ii) the Agreement evidencing such
award, by gift to a Permitted Transferee. Each option and each SAR may be exercised during the
optionee’s or holder’s lifetime only by the optionee or holder (or the optionee’s or holder’s Legal
Representative) or, if applicable, by a Permitted Transferee. Except as permitted by the preceding
sentences, no award or Deferred Compensation Account may be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of any award or Deferred Compensation Account, such an
award and all rights thereunder shall immediately become null and void and any Company Match
awards credited to such a Deferred Compensation Account shall immediately be forfeited.
9.6 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery
of any shares of Stock or the payment of any cash pursuant to an award made hereunder, payment by
the holder of any federal, state, local or other taxes which may be required to be withheld or paid in
connection with the award. Such payment shall be in accordance with Section 9.6(a), (b) or (c), as
applicable. Shares of Stock to be withheld or delivered pursuant to this Section 9.6 may not have an
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