US Cellular 2008 Annual Report Download - page 119

June 30, 2035, or any successor to such voting trust, including the trustees of such voting trust
on behalf of such voting trust, (all such persons, collectively, the ‘‘Exempted Persons’’);
(2) individuals who, as of February 22, 2005, constitute the Board (the ‘‘Incumbent
Board’’) cease for any reason to constitute at least a majority of such Board; provided that any
individual who becomes a director of the Company subsequent to February 22, 2005, whose
election, or nomination for election by the Company’s stockholders, was approved by the vote
of at least a majority of the directors then comprising the Incumbent Board shall be deemed a
member of the Incumbent Board; and provided further, that any individual who was initially
elected as a director of the Company as a result of an actual or threatened solicitation by a
Person other than the Board for the purpose of opposing a solicitation by any other Person with
respect to the election or removal of directors, or any other actual or threatened solicitation of
proxies or consents by or on behalf of any Person other than the Board shall not be deemed a
member of the Incumbent Board;
(3) consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company (a ‘‘Corporate Transaction’’), excluding,
however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals
or entities who are the beneficial owners of the Outstanding Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the
combined voting power of the outstanding securities of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation which as a result of such
transaction owns, either directly or indirectly, the Company or all or substantially all of the
Company’s assets) which are entitled to vote generally on matters (without regard to the
election of directors), in substantially the same proportions relative to each other as the shares
of Outstanding Voting Securities are owned immediately prior to such Corporate Transaction,
(ii) no Person (other than the following Persons: (v) the Company or an Affiliate, (w) any
employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate,
(x) the corporation resulting from such Corporate Transaction, (y) the Exempted Persons, and
(z) any Person which beneficially owned, immediately prior to such Corporate Transaction,
directly or indirectly, 25% or more of the Outstanding Voting Securities) will beneficially own,
directly or indirectly, 25% or more of the combined voting power of the outstanding securities of
such corporation entitled to vote generally on matters (without regard to the election of
directors) and (iii) individuals who were members of the Incumbent Board will constitute at least
a majority of the members of the board of directors of the corporation resulting from such
Corporate Transaction; or
(4) approval by the stockholders of the Company of a plan of complete liquidation or
dissolution of the Company.
9.10 No Right of Participation, Employment or Service. No person shall have any right to
participate in the Plan. Neither the Plan nor any award granted hereunder shall confer upon any person
any right to continued employment by or service with the Company or any of its subsidiaries or affiliates
or affect in any manner the right of the Company or any of its subsidiaries or affiliates to terminate the
employment or service of any person at any time without liability hereunder.
9.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with
respect to any shares of Stock which are subject to an award granted hereunder unless and until such
person becomes a stockholder of record with respect to such shares of Stock.
9.12 Governing Law. The Plan, each award granted hereunder and the related Agreement, and all
determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the
Code or the laws of the United States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of conflicts of laws.
9.13 Severability. If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity
shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included in the Plan.
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