Windstream 2013 Annual Report Download - page 79

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limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, as the case may
be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan
(or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, fifty percent (50%) or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed prior to the Business Combination,
and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action
of the Board, providing for such Business Combination; or
d. Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Shares” means shares of common stock, par value $0.0001, of the Company or any security into
which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section
12 of this Plan.
“Company” means Windstream CorporationHoldings, Inc. and its successors.
“Covered Employee” means a Participant who is, or is determined by the Board to be likely to become, a
“covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).
“Date of Grant” means the date specified by the Board on which a grant of Option Rights, Appreciation Rights,
Performance Units or Performance Shares or a grant or sale of Restricted Shares or Restricted Stock Units, or awards
granted under Section 10 of this Plan shall become effective (which date will not be earlier than the date on which the
Board takes action with respect thereto).
“Director” means a member of the Board.
“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other
evidence approved by the Board which sets forth the terms and conditions of the Option Rights, Appreciation Rights,
Performance Units, Performance Shares, Restricted Shares, Restricted Stock Units, or awards granted under Section
10 of this Plan. An Evidence of Award may be in an electronic medium, may be limited to a notation on the books and
records of the Company and, with the approval of the Board, need not be signed by a representative of the Company
or a Participant.
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such
law, rules and regulations may be amended from time to time.
“Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or Section 9
of this Plan that is not granted in tandem with an Option Right.
“Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under
Section 422 of the Code or any successor provision.
“Management Objectives” means the measurable performance objective or objectives established pursuant
to this Plan for Participants who have received grants of Performance Units or Performance Shares or, when so
determined by the Board, Option Rights, Appreciation Rights, Restricted Shares and Restricted Stock Units pursuant
to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are
related to the performance of the individual Participant or of the Subsidiary, division, department, region or function
within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made
relative to the performance of other corporations. The Management Objectives applicable to any award to a Covered
Employee that is intended to qualify for the performance-based compensation exception to Section 162(m) of the
Code shall be based on specified levels of or growth in 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, net income, cash flow, earnings per share, debt to capital ratio,
economic value added, return on total capital, return on invested capital, return on equity, return on assets, total