US Cellular 2008 Annual Report Download - page 116

aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory
withholding rate. Any fraction of a share of Stock which would be required to satisfy the aggregate of the
tax withholding obligation and the purchase price for the award, if any, shall be disregarded and the
remaining amount due shall be paid in cash by the holder. No share of Stock shall be delivered until the
withholding taxes thereon have been paid (or arrangement has been made for such payment to the
Company’s satisfaction).
(a) Methods of Tax Withholding Applicable to Awards Granted prior to March 7, 2006.An
Agreement evidencing an award granted prior to March 7, 2006 may provide for the withholding of
taxes by any of the following means: (i) a cash payment to the Company, (ii) authorizing the
Company to withhold whole shares of Stock which otherwise would be delivered to the holder, the
aggregate Fair Market Value of which shall be determined as of the date the obligation to withhold
or pay taxes arises in connection with the award (the ‘‘Tax Date’’), or an amount of cash which
otherwise would be payable to the holder, (iii) delivery to the Company of previously-owned whole
shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date,
(iv) in the case of the exercise of an option and to the extent legally permissible, a cash payment by
a broker-dealer acceptable to the Company to whom the option holder has submitted an irrevocable
notice of exercise or (v) any combination of (i), (ii) and (iii).
(b) Methods of Tax Withholding Applicable to Awards Granted on or after March 7, 2006 but
prior to September 14, 2006. An Agreement evidencing an option granted to an Officer during the
period commencing on March 7, 2006 and ending on September 13, 2006 shall provide that all tax
withholding shall be satisfied either by (i) authorizing the Company to withhold whole shares of
Stock which otherwise would be delivered to the holder, the aggregate Fair Market Value of which
shall be determined as of the Tax Date or (ii) delivery to the Company of previously-owned whole
shares of Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date.
An Agreement evidencing any other award granted during the period commencing on March 7, 2006
and ending on September 13, 2006 may provide for the withholding of taxes by any of the methods
set forth in Section 9.6(a).
(c) Methods of Tax Withholding Applicable to Awards Granted on or after September 14, 2006.
An Agreement evidencing an option granted on or after September 14, 2006 to an employee who is
not an Officer may provide for the withholding of taxes by any of the methods set forth in
Section 9.6(a). An Agreement evidencing any other award granted on or after September 14, 2006
shall provide that all tax withholding shall be satisfied either by (i) authorizing the Company to
withhold whole shares of Stock which otherwise would be delivered to the holder, the aggregate Fair
Market Value of which shall be determined as of the Tax Date, or an amount of cash which otherwise
would be payable to the holder or (ii) delivery to the Company of previously-owned whole shares of
Stock, the aggregate Fair Market Value of which shall be determined as of the Tax Date.
Notwithstanding the foregoing, withholding of employment taxes owed in connection with a Deferred
Compensation Account may be satisfied by a cash payment to the Company.
9.7 Restrictions on Shares. Each award granted hereunder shall be subject to the requirement
that if at any time the Company determines that the listing, registration or qualification of the shares of
Stock subject to such award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or desirable as a condition of,
or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such
listing, registration, qualification, consent, approval or other action shall have been effected or obtained,
free of any conditions not acceptable to the Company. The Company may require that certificates
evidencing shares of Stock delivered pursuant to any award made hereunder bear a legend indicating
that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with
the Securities Act of 1933, as amended, and the rules and regulations thereunder.
9.8 Adjustment. In the event of any conversion, stock split, stock dividend, recapitalization,
reclassification, reorganization, merger, consolidation, combination of shares in a reverse stock split,
exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of Stock other than a regular cash dividend, the number and class of securities
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