Windstream 2013 Annual Report Download - page 78

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Appendix A
WINDSTREAM
2006 EQUITY INCENTIVE PLAN
(as amended and restated effective February 17, 201012, 2014)
1. Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate directors, officers and
other key employees of Windstream Holdings, Inc. (the “Company”) and its Subsidiaries and to provide to such
persons incentives and rewards for superior performance and contribution. The Plan becamewas originally adopted
by Windstream Corporation effective July 17, 2006, and was subsequently amended as of January 1, 2008., and
amended and restated effective as of February 17, 2010. The Plan was subsequently assumed by the Company
effective August 30, 2013 as part of a holding company formation in which Windstream Corporation became a
wholly-owned subsidiary of the Company.
The Plan is hereby amended and restated effective as of February 17, 2010 as set forth herein12, 2014, subject
to the approval of our stockholders at the 20102014 annual meeting.
2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2.
“Applicable Laws” means the requirements relating to the administration of equity-based compensation plans
under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Shares are listed or quoted and the applicable laws of any other country or jurisdiction
where awards are granted under this Plan.
“Appreciation Right” means a right granted pursuant to Section 5 or Section 9 of this Plan, and shall include
both Tandem Appreciation Rights and Free-Standing Appreciation Rights.
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a
Free-Standing Appreciation Right and a Tandem Appreciation Right.
“Board” means the Board of Directors of the Company.
“Change in Control” means if at any time any of the following events shall have occurred (except as may be
otherwise prescribed by the Board in an Evidence of Award):
a. The acquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of voting securities of the Company where such acquisition causes any such Person to own
fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that
for purposes of this definition, any acquisition by any corporation pursuant to a transaction that complies with
clauses (i), (ii) and (iii) of subparagraph c. below shall not be deemed to result in a Change in Control;
b. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
c. The consummation of a reorganization, merger or consolidation or sale or other disposition of more
than fifty percent (50%) of the assets of the Company (a “Business Combination”), in each case, unless, following
such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, at least fifty percent (50%) of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such Business Combination (including, without