Windstream 2009 Annual Report Download - page 70

h. Subject to Section 20, this Plan shall continue in effect until the date on which all Common Shares
available for issuance or transfer under this Plan have been issued or transferred and the Company has no further
obligation hereunder.
i. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any
right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any
specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any
liability under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any,
payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the
Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any
benefits to any person.
j. This Plan and each Evidence of Award shall be governed by the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation
of the Plan to the substantive law of another jurisdiction.
k. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or
would disqualify the Plan or any award under any law deemed applicable by the Board, such provision shall be
construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the
Board, it shall be stricken and the remainder of the Plan shall remain in full force and effect.
18. Compliance with Section 409A of the Code. Awards granted under this Plan shall be designed and
administered in such a manner that they are either exempt from the application of, or comply with, the
requirements of Section 409A of the Code. To the extent that the Board determines that any award granted under
the Plan is subject to Section 409A of the Code, the Evidence of Award shall incorporate the terms and
conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a
Participant. Notwithstanding any other provision of the Plan or any Evidence of Award (unless the Evidence of
Award provides otherwise with specific reference to this Section), an award shall not be granted, deferred,
accelerated, extended, paid out, settled, substituted or modified under this Plan in a manner that would result in
the imposition of an additional tax under Section 409A of the Code upon a Participant. Although the Company
intends to administer the Plan so that awards will be exempt from, or will comply with, the requirements of
Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for
favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or
non-United States law. Neither the Company, its Subsidiaries, nor their respective directors, officers, employees
or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant)
for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or
payment of any award under the Plan. Any reference in this Plan to Section 409A of the Code will also include
the applicable proposed, temporary or final regulations, or any other guidance, issued with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue Service.
19. Applicable Laws. The obligations of the Company with respect to awards under the Plan shall be
subject to all Applicable Laws and such approvals by any governmental agencies as the Board determines may be
required.
20. Termination. No grant shall be made under this Plan more than 10 years after the date on which this
Plan is first approved by the Board, but all grants effective on or prior to such date shall continue in effect
thereafter subject to the terms thereof and of this Plan.
END OF DOCUMENT
A-13