Windstream 2013 Annual Report Download - page 57

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Restricted Stock Units. The Compensation Committee may, in its discretion, award restricted stock units to
officers and other key employees of Windstream and its subsidiaries. Restricted stock units constitute an agreement to
issue or deliver shares of Windstream common stock to the recipient in the future in consideration of the performance
of services over a specified period, but subject to the fulfillment of such conditions as the Compensation Committee
may specify.
During the restriction period the participant has no right to transfer any rights under his or her award and no
right to vote or receive dividends on the shares of Windstream common stock covered by the restricted stock units, but
the Compensation Committee may authorize the payment of dividend equivalents with respect to the restricted stock
units, in cash or shares of Windstream common stock, on a current, deferred or contingent basis. The Compensation
Committee must fix a restriction period at the time of grant, and may provide for the earlier termination of the
restriction period in the event of a change in control of Windstream, retirement, death or disability of the employee,
or other similar transaction or event approved by the Compensation Committee. Awards of restricted stock units may
be made without additional consideration or in consideration of a payment by such participant that is less than the fair
market value per share of Windstream common stock on the date of grant.
Any grant of restricted shares may specify Management Objectives which, if achieved, will result in termination
or early termination of the restrictions applicable to such shares. Any such grant may also specify in respect of such
specified Management Objectives, a minimum acceptable level of achievement and must set forth a formula for
determining the number of restricted shares on which restrictions will terminate if performance is at or above the
minimum level, but below full achievement of the specified Management Objectives.
Other Awards. The Compensation Committee may, in its discretion and subject to limitations under applicable
law, grant to officers and other key employees of Windstream and its subsidiaries 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, shares
of Windstream common stock or factors that may influence the value of such shares (including, without limitation,
convertible or exchangeable debt securities or other securities, purchase rights for shares of Windstream common
stock, or awards with value and payment contingent upon performance of Windstream or its subsidiaries or other
factors determined by the Compensation Committee). The Compensation Committee will determine the terms and
conditions of these awards. Shares of Windstream common stock issued or delivered pursuant to these types of
awards will be purchased for such consideration, by such methods and in such forms as the Compensation Committee
determines. Cash awards, as an element of or supplement to any other award granted under the Equity Plan, may also
be granted. The Compensation Committee may also grant shares of Windstream common stock as a bonus, or may
grant other awards in lieu of obligations of Windstream or a subsidiary to pay cash or deliver other property under
the Equity Plan or under other plans or compensatory arrangements, subject to such terms as are determined by the
Compensation Committee.
Management Objectives. The Equity Plan requires that the Compensation Committee establish measurable
performance objective or objectives, or Management Objectives, for purposes of performance shares and performance
units. When so determined by the Compensation Committee, option rights, SARs, restricted shares, and restricted
stock units may also specify Management Objectives.
Management Objectives may be described in terms of either company-wide objectives or objectives that are
related to the performance of the individual participant or the subsidiary, division, department, region or function
within Windstream in which the participant is employed. Management Objectives may be made relative to the
performance of other corporations. Management Objectives applicable to any award to a participant who is, or is
determined by the Compensation Committee likely to become, a “covered employee” within the meaning of Section
162(m)(3) of the Code (and that is intended to qualify for the performance-based compensation exception to Section
162(m) of the Code) will be limited to specified levels of one or more of the following criteria:
• revenues,
• weighted average revenue per unit,
• earnings from operations, operating income,
• earnings before or after interest and taxes,
• operating income before or after interest and taxes,