US Cellular 2008 Annual Report Download - page 29

Upon exercise of a stock option which was awarded on or after March 7, 2006 to an employee who
is an officer, the purchase price may be paid by authorizing U.S. Cellular to withhold whole Common
Shares that otherwise would be delivered or by the delivery of mature shares.
Upon exercise of a stock option by an employee other than an officer, the purchase price may be
paid in cash, by delivery of mature shares, by a combination of cash and delivery of mature shares, or,
to the extent legally permissible, through an arrangement between the option holder and a broker-dealer
acceptable to U.S. Cellular for the payment of the purchase price.
All of the terms relating to the exercise or cancellation of a stock option upon a termination of
employment, whether by reason of disability, retirement, death or other reason, will be determined by the
Committee.
Stock Appreciation Rights. The Amended Plan provides for the grant of SARs. The number of
SARs, the period for the exercise of an SAR, whether the SAR shall be freestanding or granted in tandem
or by reference to an option and any performance measures or other terms applicable to an SAR will be
determined by the Committee. The Committee also will determine the base price of a freestanding SAR,
provided that the base price shall not be less than 100% of the fair market value of a Common Share on
the date of grant. The base price of an SAR granted in tandem or by reference to an option will be the
purchase price per Common Share of the related option. The Committee will determine whether SARs
shall be settled in Common Shares, cash or a combination thereof. All of the terms relating to the
exercise or cancellation of an SAR upon a termination of employment, whether by reason of disability,
retirement, death or other reason, will be determined by the Committee.
Restricted Stock and RSU Awards. The Amended Plan provides for the grant of restricted stock and
RSU awards. An award of restricted stock entitles the holder to Common Shares subject to a restriction
period. An RSU is a right to receive, upon termination of the restriction period, a Common Share, or the
fair market value of such share in cash, as specified by the agreement evidencing the award. An award
of restricted stock or RSUs may be made upon the attainment of performance measures or may be
subject to the attainment of performance measures during the applicable restriction period. The number
of Common Shares subject to an award of restricted stock or RSUs, the restriction period, any
performance measures, and the other terms of a restricted stock or RSU award will be determined by the
Committee. Shares of restricted stock and RSUs are subject to forfeiture if the holder does not remain
continuously employed by U.S. Cellular or an affiliate during the restriction period or, if the restricted
stock or RSU is subject to performance measures, if such performance measures are not attained during
the restriction period. All of the terms related to the termination of the restriction period or the satisfaction
of performance measures, or the forfeiture and cancellation of a restricted stock or RSU award upon a
termination of employment, whether by reason of disability, retirement, death or any other reason, will be
determined by the Committee.
Unless otherwise set forth in an award agreement and subject to the terms and conditions of a
restricted stock award, the holder of a restricted stock award will have all rights as a shareholder of
U.S. Cellular, including the right to vote and receive dividends or other distributions and the right to
participate in any capital adjustment applicable to all shareholders of U.S. Cellular, with respect to the
shares of restricted stock subject to the award.
Prior to the settlement of an RSU award in Common Shares, the holder of such RSU award shall
have no rights as a shareholder of U.S. Cellular with respect to the Common Shares subject to such
award; however, the agreement for the award may allow the holder of the RSU award to receive, on a
current or deferred basis, dividend equivalents on such RSU award and may also provide interest on, or
the deemed reinvestment of, any deferred dividend equivalents.
Performance Awards. The Amended Plan provides for the grant of performance awards. Each
performance award is a right, contingent upon the attainment of specified performance measures within
a specified performance period, to receive payment in cash or Common Shares (which may be restricted
stock) or a combination thereof, as specified by the agreement evidencing the award. The amount of a
performance award, the applicable performance measures and performance period, and the other terms
of a performance award will be determined by the Committee. If the specified performance measures are
not attained during the applicable performance period, then the award recipient generally forfeits all
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