Windstream 2009 Annual Report Download - page 46

or growth in one or more of the following criteria: revenues, weighted average revenue per unit, earnings from
operations, operating income, earnings before or after interest and taxes, operating income before or after interest
and taxes, net income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total
capital, return on invested capital, return on equity, return on assets, total return to stockholders, earnings before
or after interest, taxes, depreciation, amortization or extraordinary or special items, operating income before or
after interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash
flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in
excess of cost of capital, operating margin, profit margin, contribution margin, stock price and/or strategic
business criteria consisting of one or more objectives based on meeting specified product development, strategic
partnering, research and development, market penetration, geographic business expansion goals, cost targets,
customer satisfaction, gross or net additional customers, average customer life, employee satisfaction,
management of employment practices and employee benefits, supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.
Except in the case of a covered employee where such modification would result in the loss of an otherwise
available exemption under Section 162(m) of the Code, if the Compensation Committee determines that a change
in our business, operations, corporate structure or capital structure of Windstream, or the manner in which we
conduct our business, or other events or circumstances render the management objectives unsuitable, the
Compensation Committee may modify such management objectives, in whole or in part, as the Compensation
Committee deems appropriate and equitable.
Transferability
Except as otherwise determined by the Compensation Committee, option rights, SARs and any other
derivative security granted under the Amended Plan will not be transferable by a participant other than by will or
the laws of descent and distribution. Except as otherwise determined by the Compensation Committee, option
rights and SARs are exercisable during a participant’s lifetime only by him or her or by his or her guardian or
legal representative. Any award made under the Amended Plan may provide that any shares of Windstream
common stock issued or delivered as a result of the award will be subject to further restrictions upon transfer.
Adjustments
The Compensation Committee shall make or provide for such adjustments in the numbers of shares of
Windstream common stock covered by outstanding option rights, SARs, performance shares, restricted stock
units and other share-based awards, in the option price and base price provided in outstanding options and SARs,
and in the kind of shares covered thereby, as the Compensation Committee in its sole discretion may in good
faith determine to be equitably required in order to prevent dilution or enlargement of the rights of participants
that would otherwise result from (i) any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure, (ii) any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the
foregoing. In the event of any such transaction or event, the Compensation Committee may provide in
substitution for any or all of the outstanding awards under the Amended Plan such alternative consideration (or
no consideration) as it may in good faith determine to be equitable in the circumstances and may require in
connection therewith the surrender of all awards so replaced. The Compensation Committee may also make or
provide for such adjustments in the number of shares available under the Amended Plan, the various sub-limits
described above, the number of shares and price per share applicable to any outstanding award, and other share
limitations contained in the Amended Plan as the Compensation Committee may determine to reflect any
transaction or event described above.
Amendments and Miscellaneous
The Amended Plan may be amended by the Board of Directors of Windstream, but any amendment that
must be approved by Windstream’s stockholders in order to comply with applicable laws or rules will not be
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