US Cellular 2008 Annual Report Download - page 118

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 base price of the SAR, and
(C) In the case of a Restricted Stock Award or Restricted Stock Unit Award, the cash
payment shall equal the number of shares of Stock or the number of Restricted Stock Units,
as the case may be, then subject to such award, multiplied by 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, and
(D) In the case of a Performance Award, the cash payment shall equal the amount
payable with respect to such Performance Award if the applicable Performance Measures
were satisfied at the maximum level, and
(E) In the case of a Deferred Compensation Account, the cash payment shall equal the
number of shares of Stock then deemed to be in the Account, multiplied by 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.
(2) In the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Stock receive shares of common stock that are registered
under Section 12 of the Exchange Act, the Board may, but shall not be required to, substitute
for each share of Stock available under the Plan, whether or not then subject to an outstanding
award, the number and class of shares into which each outstanding share of Stock shall be
converted pursuant to such Change in Control. In the event of any such substitution, the
purchase price per share in the case of an option and the base price in the case of an SAR
shall be appropriately adjusted by the Committee (whose determination shall be final, binding
and conclusive), such adjustments to be made in the case of outstanding options and SARs
without an increase in the aggregate purchase price or base price and in accordance with the
requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).
(3) Notwithstanding the foregoing provisions of this Section 9.9 or any other provision in
the Plan or in any Agreement, any adjustment or substitution with respect to an outstanding
award hereunder upon a Change in Control shall be undertaken by the Board in compliance
with the requirements of section 409A of the Code, to the extent applicable to such award.
(b) For purposes of the Plan, ‘‘Change in Control’’ shall mean:
(1) the acquisition by any Person, including any ‘‘person’’ within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of
Rule 13d-3 promulgated under the Exchange Act, of 25% or more of the combined voting power
of the then outstanding securities of the Company entitled to vote generally on matters (without
regard to the election of directors) (the ‘‘Outstanding Voting Securities’’), excluding, however,
the following: (i) any acquisition directly from the Company or an Affiliate (excluding any
acquisition resulting from the exercise of an exercise, conversion or exchange privilege, unless
the security being so exercised, converted or exchanged was acquired directly from the
Company or an Affiliate), (ii) any acquisition by the Company or an Affiliate, (iii) any acquisition
by an employee benefit plan (or related trust) sponsored or maintained by the Company or an
Affiliate, (iv) any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (3) of this Section 9.9(b), or (v) any acquisition by the
following persons: (A) LeRoy T. Carlson or his spouse, (B) any child of LeRoy T. Carlson or the
spouse of any such child, (C) any grandchild of LeRoy T. Carlson, including any child adopted
by any child of LeRoy T. Carlson, or the spouse of any such grandchild, (D) the estate of any of
the persons described in clauses (A)-(C), (E) any trust or similar arrangement (including any
acquisition on behalf of such trust or similar arrangement by the trustees or similar persons)
provided that all of the current beneficiaries of such trust or similar arrangement are persons
described in clauses (A)-(C) or their lineal descendants, or (F) the voting trust which expires on
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