US Cellular 2008 Annual Report Download - page 117

available under the Plan, the maximum number of securities with respect to which options or SARs, or a
combination thereof, Restricted Stock Awards or Restricted Stock Unit Awards may be granted during
any calendar year to any employee, the maximum amount payable in connection with a Performance
Award for any Performance Period, the maximum number of securities with respect to which Incentive
Stock Options may be granted under the Plan, the number and class of securities subject to each
outstanding option and the purchase price per security, the terms of each outstanding SAR, the number
and class of securities subject to each outstanding Restricted Stock Award and Restricted Stock Unit
Award, the terms of each outstanding Performance Award and the number and class of securities
deemed to be held in each Deferred Compensation Account shall be appropriately and equitably
adjusted by the Committee, such adjustment to be made in the case of outstanding options and SARs
without an increase in the aggregate purchase price or base price. Such adjustment shall be final,
binding and conclusive. If such adjustment would result in a fractional security being (a) available under
the Plan, such fractional security shall be disregarded, or (b) subject to an award under the Plan, the
Company shall pay the holder of such award, in connection with the first settlement of such award in
whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the
fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair
Market Value on the vesting, exercise or other date that the award becomes payable over (B) the
purchase or base price, if any, of such award. Any adjustment pursuant to this Section 9.8 shall be made
in compliance with the requirements of section 409A of the Code (to the extent applicable thereto),
including without limitation, with respect to options and SARs, the requirements of Treasury Regulation
§1.409A-1(b)(5)(v)(D).
9.9 Change in Control.
(a) (1) Notwithstanding any provision in the Plan or any Agreement, in the event of a
Change in Control, the Board may, but shall not be required to, make such adjustments to
outstanding awards hereunder as it deems appropriate, including, without limitation, (i) causing
all outstanding options and SARs to immediately become exercisable in full, (ii) causing the
Restriction Period applicable to any outstanding Restricted Stock Award, and, to the extent
permissible under section 409A of the Code, any Restricted Stock Unit Award, to lapse, (iii) to
the extent permissible under section 409A of the Code, causing the Performance Period
applicable to any outstanding Performance Award to lapse, (iv) causing any Restricted Stock
Unit Award or Performance Award to vest, (v) causing the Performance Measures applicable to
any outstanding award (if any) to be deemed to be satisfied at the minimum, target or maximum
level or (vi) causing the amount in a Deferred Compensation Account attributable to a Company
Match to vest. In addition, in the event of a Change in Control, the Board may, but shall not be
required to, elect that each outstanding award shall be surrendered to the Company by the
holder thereof, and that each such award shall immediately be canceled by the Company, and
that the holder shall receive a cash payment from the Company in an amount equal to the
amount calculated in paragraph (A), (B), (C), (D) or (E) below, as applicable. If the Board elects
to cash out any award pursuant to the immediately preceding sentence, the cash payment shall
be made within sixty (60) days following the occurrence of the Change in Control, except that a
cash payment with respect to an award that is subject to section 409A of the Code instead shall
be made at the time that the award would have been paid if a Change in Control had not
occurred.
(A) In the case of an option, the cash payment shall equal the number of shares of Stock
then subject to such option, multiplied by the excess, if any, of the greater of (x) the highest
per share price offered to stockholders of the Company in any transaction whereby the
Change in Control takes place or (y) the Fair Market Value of a share of Stock on the date
of occurrence of the Change in Control, over the purchase price per share of Stock subject
to the option, and
(B) In the case of a Free-Standing SAR, the cash payment shall equal the number of
shares of Stock then subject to such SAR, multiplied by the excess, if any, of the greater of
(x) the highest per share price offered to stockholders of the Company in any transaction
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