US Cellular 2008 Annual Report Download - page 33

consisting solely of two or more ‘‘outside directors’’ and (iii) satisfy the share limits described in the
above section titled ‘‘Maximum Award.’’
It is intended that the Committee, which will administer the Amended Plan, will consist solely of two
or more ‘‘outside directors’’ as defined for purposes of Section 162(m) of the Code. As a result, and
based on regulations published by the United States Department of the Treasury, certain compensation
under the Amended Plan, such as that payable with respect to (i) options and SARs; (ii) restricted stock
and RSUs granted as a result of the attainment of objective performance measures or with restrictions
based upon the attainment of objective performance measures; and (iii) performance awards, may not
be subject to the $1 million deduction limit under Section 162(m) of the Code. Other compensation
under the Amended Plan, such as that payable with respect to (i) restricted stock and RSUs not granted
as a result of the attainment of objective performance measures with restrictions not based upon the
attainment of objective performance measures and (ii) company match awards, generally is expected to
be subject to such limit.
Change in Control
Notwithstanding any provision in the Amended Plan or any agreement, in the event of a Change in
Control, the board of directors may, but will not be required to, make such adjustments to outstanding
awards under the Amended Plan as it deems appropriate, including, without limitation:
• causing all outstanding options and SARs to immediately become exercisable in full;
• causing the restriction period applicable to any outstanding restricted stock award, and to the
extent permissible under Section 409A of the Code, any RSU award, to lapse;
• to the extent permissible under Section 409A of the Code, causing the performance period
applicable to any outstanding performance award to lapse;
• causing any RSU award or performance award to vest;
• causing the performance measures applicable to any outstanding award (if any) to be deemed to
be satisfied at the minimum, target or maximum level;
• causing the amount in a deferred compensation account attributable to a company match to vest;
or
• electing that each outstanding award will be surrendered to U.S. Cellular by the holder thereof,
and that each such award will immediately be canceled by U.S. Cellular, and that the holder will
receive, within sixty days following the occurrence of a Change in Control (or with respect to an
award that is subject to section 409A of the Code, at the time the award would have been paid if
a Change in Control had not occurred), a cash payment from U.S. Cellular; or
• substituting for each Common Share subject to an outstanding award the number and class of
shares into which an outstanding Common Share will be converted pursuant to the Change in
Control (and adjusting the purchase price or base price, if any, accordingly).
For the definition of Change in Control, see U.S. Cellular’s 2005 Long-Term Incentive Plan, as
amended, attached as Exhibit C to this proxy statement.
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