Windstream 2009 Annual Report Download - page 67

b. Cash awards, as an element of or supplement to any other award granted under this Plan, may also
be granted pursuant to this Section 10 of this Plan.
c. The Board is authorized to grant Common Shares as a bonus, or to grant Common Shares or other
awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan
or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Board.
11. Transferability.
a. Except as otherwise determined by the Board, no Option Right, Appreciation Right or other
derivative security granted under the Plan shall be transferable by a Participant other than by will or the laws of
descent and distribution. Except as otherwise determined by the Board, Option Rights and Appreciation Rights
shall be exercisable during the Optionee’s lifetime only by him or her or by his or her guardian or legal
representative.
b. The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be
issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of
Performance Units or Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 7 of this Plan, shall be subject to further restrictions on transfer.
12. Adjustments. The Board shall make or provide for such adjustments in the numbers of Common Shares
covered by outstanding Option Rights, Appreciation Rights, Performance Shares, Restricted Stock Units and
share-based awards described in Section 10 of this Plan granted hereunder, in the Option Price and Base Price
provided in outstanding Option Rights and Appreciation Rights, and in the kind of shares covered thereby, as the
Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation
or other distribution of assets (including, without limitation, a special or large non-recurring dividend), issuance
of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative
consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances and may
require in connection therewith the surrender of all awards so replaced. The Board may also make or provide for
such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion,
exercised in good faith, may determine is appropriate to reflect any transaction or event described in this
Section 12; provided, however, that any such adjustment to the number specified in Section 3(c)(i) shall be made
only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive
Stock Option to fail so to qualify. In no event shall any adjustment be required under this Section 12 if the Board
determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from
the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax
imposed under Section 409A in respect of an outstanding award.
13. Fractional Shares. The Company shall not be required to issue any fractional Common Shares pursuant
to this Plan. The Board may provide for the elimination of fractions or for the settlement of fractions in cash.
14. Withholding Taxes. The Company shall have the right to deduct from any payment or benefit realized
under this Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of the
Company are required to be withheld by it with respect to such payment or benefit. To the extent that the
amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of
such payment or the realization of such benefit that the Participant or other recipient make arrangements
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