US Cellular 2008 Annual Report Download - page 85

Narrative Disclosure to Director Compensation Table
The following provides additional information with respect to director compensation. All director
compensation is approved by the full board of directors.
Non-employee directors of U.S. Cellular participate in a compensation plan for non-employee
directors (the ‘‘Non-Employee Directors’ Plan’’). A non-employee director is a director who is not an
employee of U.S. Cellular, TDS, TDS Telecom or any other subsidiary of TDS. The purpose of the
Non-Employee Directors’ Plan is to provide appropriate compensation to non-employee directors in
connection with their services to U.S. Cellular in order to induce qualified persons to become and serve
as non-employee members of our board of directors. This plan was amended by the U.S. Cellular board
of directors on May 20, 2008 and March 17, 2009, subject to shareholder approval, as discussed above
under Proposal 2. The following describes the amended plan.
Non-employee directors will receive an annual director’s retainer fee of $55,000 paid in cash.
Non-employee directors will also receive an annual stock award of $55,000 paid in the form of U.S.
Cellular Common Shares, which will be distributed in March on or prior to March 15 of each year,
beginning March 2009, for services performed during the 12 month period that commenced on March 1
of the immediately preceding calendar year and ended on the last day of February of the calendar year
of payment. The number of shares will be determined on the basis of the closing price of U.S. Cellular
Common Shares for the last trading day in the month of February of each year. Notwithstanding the
foregoing, the annual stock award of $55,000 to be distributed in March 2009, shall be distributed
$45,000 in the form of Common Shares and $10,000 in the form of cash. In addition, a director who is
not a citizen of the United States may, at his or her discretion, receive the annual stock award in the form
of cash.
Each non-employee director who serves on the Audit Committee, other than the Chairperson, will
receive an annual committee retainer fee of $11,000, and the Chairperson will receive an annual
committee retainer fee of $22,000.
Each non-employee director who serves on the Stock Option Compensation Committee, other than
the Chairperson, will receive an annual committee retainer fee of $7,000, and the Chairperson will receive
an annual committee retainer fee of $14,000.
Non-employee directors also will receive a meeting fee of $1,750 for each board or committee
meeting attended.
Under the Non-Employee Directors’ Plan, annual retainers will be paid in cash on a quarterly basis,
as of the last day of each quarter. Fees for all board and committee meetings will be paid in cash on a
quarterly basis, as of the last day of each quarter.
Upon approval of this amended Non-Employee Directors’ Plan by shareholders, directors will have
the authority without further shareholder approval to further amend the Non-Employee Directors’ Plan
from time to time, including amendments to increase the amount of the compensation payable in
Common Shares from time to time, provided that the total number of Common Shares issued under the
Plan may not exceed the amount previously approved by shareholders.
The board of directors previously reserved 60,000 Common Shares for issuance pursuant to the
Non-Employee Directors’ Plan, of which approximately 12,000 Common Shares have been issued as of
February 28, 2009.
Directors are also reimbursed for travel and expenses incurred in attending board and committee
meetings, director education and other board or company related matters pursuant to U.S. Cellular’s
travel and expense reimbursement policy.
None of the directors had stock awards or stock option awards outstanding at fiscal year end.
Compensation Committee Interlocks and Insider Participation
LeRoy T. Carlson, Jr., is a member of the board of directors of TDS and U.S. Cellular. Mr. Carlson is
also the Chairman of U.S. Cellular and, as such, functions as the compensation committee of U.S.
Cellular. He is compensated by TDS for his services to TDS and all of its subsidiaries. However, as
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