Windstream 2009 Annual Report Download - page 69

17. Amendments and Other Matters.
a. The Board may at any time and from time to time amend the Plan in whole or in part; provided,
however, that any amendment which must be approved by the stockholders of the Company in order to comply
with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the
New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded
or quoted, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any
amendment thereof for stockholder approval shall not be construed to limit the Company’s authority to offer
similar or dissimilar benefits under other plans or otherwise with or without stockholder approval. Without
limiting the generality of the foregoing, the Board may amend this Plan to eliminate provisions which are no
longer necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.
b. The Board shall not, without the further approval of the stockholders of the Company, authorize the
amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price.
Furthermore, no Option Right or Appreciation Right shall be cancelled and replaced with awards having a lower
Option Price or Base Price, respectively, without further approval of the stockholders of the Company. This
Section 17(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and
shall not be construed to prohibit the adjustments provided for in Section 12 of this Plan.
c. The Board also may permit Participants to elect to defer the issuance of Common Shares or the
settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or
crediting of dividend equivalents or interest on the deferral amounts.
d. The Board may condition the grant of any award or combination of awards authorized under this
Plan on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise
payable by the Company or a Subsidiary to the Participant.
e. If permitted by Section 409A of the Code, in case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant
who holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as
to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any
Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or
Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to
any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction
imposed pursuant to Section 11(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which
such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk
of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end
or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or
the time when such transfer restriction will terminate or may waive any other limitation or requirement under any
such award.
f. This Plan shall not confer upon any Participant any right with respect to continuance of employment
or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at
any time.
g. To the extent that any provision of this Plan would prevent any Option Right that was intended to
qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to
such Option Right. Such provision, however, shall remain in effect for other Option Rights and there shall be no
further effect on any provision of this Plan.
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