Windstream 2009 Annual Report Download - page 61

“Performance Period” means, in respect of a Performance Unit or Performance Share, a period of time
established pursuant to Section 6 of this Plan within which the Management Objectives relating to such
Performance Share or Performance Unit are to be achieved.
“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share
awarded pursuant to Section 6 of this Plan.
“Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded
pursuant to Section 6 of this Plan.
“Plan” means this Windstream 2006 Equity Incentive Plan, as amended from time to time.
“Restricted Shares” means Common Shares granted or sold pursuant to Section 7 or Section 9 of this
Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such
Section 7 has expired.
“Restricted Stock Units” means an award of the right to receive Common Shares at the end of a
specified Restriction Period made pursuant to Section 8 or Section 9 of this Plan.
“Restriction Period” means the period of time during which Restricted Stock Units are subject to
deferral limitations under Section 8 of this Plan.
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is
exercised, or on the date when Option Rights are surrendered in payment of the Option Price of other Option
Rights, over the per share Option Price or per share Base Price provided for in the related Option Right or Free-
Standing Appreciation Right, respectively.
“Subsidiary” means a corporation, company or other entity which is designated by the Board and in
which the Company has a direct or indirect ownership or other equity interest, provided, however, that (i) for
purposes of determining whether any person may be a Participant with respect to any grant of Incentive Stock
Options, the term “Subsidiary” has the meaning given to such term in Section 424 of the Code, as interpreted by
the regulations thereunder and applicable law; and (ii) for purposes of determining whether any person may be a
Participant with respect to any grant of Option Rights or Appreciation Rights that are intended to be exempt from
Section 409A of the Code, the term “Subsidiary” means any corporation or other entity as to which the Company
is an “eligible issuer of service recipient stock” (within the meaning of 409A of the Code).
“Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or Section 9
of this Plan that is granted in tandem with an Option Right.
3. Shares Available Under the Plan.
a. Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that
may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted
Shares, (iii) in payment of Restricted Stock Units, (iv) in payment of Performance Units or Performance Shares
that have been earned, (v) as awards to Non-Employee Directors, (vi) in payment of awards granted under
Section 10 of this Plan or (vii) in payment of dividend equivalents paid with respect to awards made under the
Plan shall not exceed in the aggregate 20,000,000 Common Shares, plus any shares relating to awards that expire
or are forfeited or are cancelled. Common Shares covered by an award granted under the Plan shall not be
counted as used unless and until they are actually issued and delivered to a Participant. Without limiting the
generality of the foregoing, upon payment in cash of the benefit provided by any award granted under the Plan,
any Common Shares that were covered by that award will be available for issue or transfer hereunder.
Notwithstanding anything to the contrary contained herein: (A) Common Shares tendered in payment of the
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