Windstream 2009 Annual Report Download - page 63

g. Any grant of Option Rights may specify Management Objectives that must be achieved as a
condition to the exercise of such rights.
h. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive
Stock Options, that are intended to qualify under particular provisions of the Code, (ii) “nonqualified stock
options” that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may
only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code on the
Date of Grant.
i. The exercise of an Option Right shall result in the cancellation on a share-for-share basis of any
Tandem Appreciation Right authorized under Section 5 of this Plan.
j. No Option Right shall be exercisable more than 10 years from the Date of Grant.
k. Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain such
terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve.
l. The Board may, at the Date of Grant of any Option Rights (other than Incentive Stock Options),
provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent
basis or may provide that such equivalents shall be credited against the Option Price.
5. Appreciation Rights.
a. The Board may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect
of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem
Appreciation Right shall be a right of the Optionee, exercisable by surrender of the related Option Right, to
receive from the Company an amount determined by the Board, which shall be expressed as a percentage of the
Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any
time prior to the exercise or termination of the related Option Rights; provided, however, that a Tandem
Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such
Incentive Stock Option. A Free-Standing Appreciation Right shall be a right of the Participant to receive from the
Company an amount determined by the Board, which shall be expressed as a percentage of the Spread (not
exceeding 100 percent) at the time of exercise.
b. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to
all of the requirements, contained in the following provisions:
(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be
paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the
Participant or retain in the Board the right to elect among those alternatives.
(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not
exceed a maximum specified by the Board at the Date of Grant.
(iii) Each grant shall specify the period or periods of continuous service by the Participant with the
Company or any Subsidiary that is necessary before the Appreciation Right or installments thereof will become
exercisable and may provide for the earlier exercise of such Appreciation Rights in the event of a Change in
Control, retirement, death or disability of the Participant or other similar transaction or event as approved by the
Board.
(iv) Each grant of an Appreciation Right shall be evidenced by an Evidence of Award, which shall
describe such Appreciation Right, identify any related Option Right, state that such Appreciation Right is subject
to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan
and applicable sections of the Code, as the Board may approve.
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