Windstream 2009 Annual Report Download - page 66

8. Restricted Stock Units. The Board may also authorize the grant or sale of Restricted Stock Units to
Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the
requirements contained in the following provisions:
a. Each such grant or sale shall constitute the agreement by the Company to deliver Common Shares to
the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such
conditions during the Restriction Period as the Board may specify.
b. Each such grant or sale may be made without additional consideration or in consideration of a
payment by such Participant that is less than the Market Value per Share at the Date of Grant.
c. Each such grant or sale shall be subject to a Restriction Period as determined by the Board at the
Date of Grant, and may provide for the earlier lapse or other modification of such Restriction Period in the event
of a Change in Control, retirement, or death or disability of the Participant or other similar transaction or event as
approved by the Board.
d. Any grant of Restricted Stock Units may specify Management Objectives that, if achieved, will
result in termination or early termination of the Restriction Period applicable to such shares. Each grant may
specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth
a formula for determining the number of Restricted Stock Units on which restrictions will terminate if
performance is at or above the minimum level, but falls short of full achievement of the specified Management
Objectives.
e. During the Restriction Period, the Participant shall have no right to transfer any rights under his or
her award and shall have no rights of ownership in the Restricted Stock Units and shall have no right to vote
them, but the Board may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted
Stock Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares.
f. Each grant or sale of Restricted Stock Units 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.
9. Awards to Non-Employee Directors. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights under
Section 4 of this Plan or Appreciation Rights under Section 5 of this Plan, and may also authorize the grant or
sale of Restricted Shares under Section 7 of this Plan, Restricted Stock Units under Section 8 of this Plan or other
awards under Section 10 of this Plan, or any combination of the foregoing.
10. Other Awards.
a. The Board is authorized, subject to limitations under applicable law, to grant to any Participant such
other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise
based on, or related to, Common Shares or factors that may influence the value of Common Shares, including,
without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into
Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon
performance of the Company or business units thereof or any other factors designated by the Board, and awards
valued by reference to the book value of Common Shares or the value of securities of, or the performance of
specified Subsidiaries or affiliates or other business units of, the Company. The Board shall determine the terms
and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right
granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods,
and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as
the Board shall determine.
A-9