US Cellular 2008 Annual Report Download - page 58

of 90 days after the effective date of the Retirement, or until the stock option’s expiration date, whichever
period is shorter. However, effective for stock options granted in April 2008, the option will become 100%
exercisable only if at the time of termination, the officer has attained age 66 and the termination occurs
subsequent to the year of grant.
Resignation with Prior Consent of the Board. If the officer’s employment terminates by reason of the
officer’s resignation of employment or service with the prior consent of the U.S. Cellular board of
directors, then the stock option will be exercisable only to the extent it is exercisable on the effective date
of the officer’s resignation and after such date may be exercised by the holder (or the holder’s legal
representative) for a period of 90 days after the effective date of the officer’s resignation, or until the
stock option’s expiration date, whichever period is shorter.
Death. If the officer’s employment terminates by reason of death, then the stock option will be
exercisable only to the extent it is exercisable on the date of death and after such date may be exercised
by the beneficiary or beneficiaries designated by the officer for a period of 180 days after the date of
death, or until the stock option’s expiration date, whichever period is shorter. However, effective for stock
options granted in April 2008, the stock option will be exercisable by the beneficiary or beneficiaries for a
period of 180 days after the date of death.
Other Termination of Employment or Service. If the officer’s employment terminates for any reason
other than Disability, Special Retirement, Retirement, resignation of employment or service with the prior
consent of the U.S. Cellular board of directors or death, then the stock option will be exercisable only to
the extent it is exercisable on the effective date of the officer’s termination of employment or service and
after such date may be exercised by the holder (or the holder’s legal representative) for a period of
30 days after the effective date of the officer’s termination of employment or service, or until the stock
option’s expiration date, whichever period is shorter.
Extension of Option Exercise Period. The stock option exercise period may be extended 30 days
beyond a blackout period or legally-required plan suspension in the event that the stock option would
otherwise expire during a blackout period or legally-required plan suspension.
Restricted Stock Unit Awards. The U.S. Cellular restricted stock unit agreements with named
executive officers other than Mr. Rooney provide as follows:
Retirement. If the officer separates from service prior to the third anniversary of the date of grant
(i.e., the date that the award otherwise would have vested) by reason of retirement at or after attainment
of age 65, the award will fully vest upon such separation from service. However, effective for awards
granted in April 2008, the award will fully vest upon retirement only if at the time of separation, the officer
has attained age 66 and the separation occurs subsequent to the year of grant. The shares subject to
the restricted stock unit award will be issued in the seventh calendar month following the calendar month
during which the officer separates from service.
Disability or Death. If the officer separates from service prior to the third anniversary of the date of
grant by reason of Disability or death, the restricted stock unit award will fully vest upon such separation
from service. The shares subject to the restricted stock unit award will be issued in the seventh calendar
month following the calendar month during which the officer separates from service, or in the case of
death, within 60 days following the officer’s death.
Other Separation from Service. If the officer separates from service prior to the third anniversary of
the date of grant for any reason other than retirement, disability or death, the restricted stock unit award
will be forfeited.
The U.S. Cellular restricted stock unit agreements with Mr. Rooney provide that if Mr. Rooney
terminates employment prior to the six month anniversary of the date of grant (i.e., the date that the
award otherwise would have vested) by reason of Disability or death, the restricted stock unit award will
fully vest upon such termination, and the shares subject to the restricted stock unit award will be issued
within 60 days following Mr. Rooney’s termination. Such agreements provide that if Mr. Rooney
terminates prior to the six month anniversary of the date of grant for any reason other than disability or
death (including by reason of retirement), the restricted stock unit award will be forfeited.
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