Windstream 2009 Annual Report Download - page 59

c. The consummation of a reorganization, merger or consolidation or sale or other disposition of
more than fifty percent (50%) of the assets of the Company (a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, at least fifty percent (50%) of, respectively, the then
outstanding shares of common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries),
in substantially the same proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more
of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing
for such Business Combination; or
d. Approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Shares” means shares of common stock, par value $0.0001, of the Company or any security
into which such Common Shares may be changed by reason of any transaction or event of the type referred to in
Section 12 of this Plan.
“Company” means Windstream Corporation and its successors.
“Covered Employee” means a Participant who is, or is determined by the Board to be likely to become,
a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).
“Date of Grant” means the date specified by the Board on which a grant of Option Rights, Appreciation
Rights, Performance Units or Performance Shares or a grant or sale of Restricted Shares or Restricted Stock
Units, or awards granted under Section 10 of this Plan shall become effective (which date will not be earlier than
the date on which the Board takes action with respect thereto).
“Director” means a member of the Board.
“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or
other evidence approved by the Board which sets forth the terms and conditions of the Option Rights,
Appreciation Rights, Performance Units, Performance Shares, Restricted Shares, Restricted Stock Units, or
awards granted under Section 10 of this Plan. An Evidence of Award may be in an electronic medium, may be
limited to a notation on the books and records of the Company and, with the approval of the Board, need not be
signed by a representative of the Company or a Participant.
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder,
as such law, rules and regulations may be amended from time to time.
“Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or
Section 9 of this Plan that is not granted in tandem with an Option Right.
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