Windstream 2013 Annual Report Download - page 80

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return to stockholders, earnings before or after interest, taxes, depreciation, amortization or extraordinary or special
items, operating income before or after interest, taxes, depreciation, amortization or extraordinary or special items,
return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided
by operations, cash flow in excess of cost of capital, operating margin, profit margin, contribution margin, stock
price and/or strategic business criteria consisting of one or more objectives based on meeting specified product
development, strategic partnering, research and development, market penetration, geographic business expansion
goals, cost targets, customer satisfaction, gross or net additional customers, average customer life, employee
satisfaction, management of employment practices and employee benefits, supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Management
Objectives may be stated as a combination of the listed factors. If the Board determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business,
or other events or circumstances (including those events and circumstances described in Section 12 of this Plan)
render the Management Objectives unsuitable, the Board may in its discretion modify such Management Objectives
or the related minimum acceptable level of achievement, in whole or in part, as the Board deems appropriate and
equitable, except in the case of a Covered Employee to the extent that such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the Code.
“Market Value per Share” means, as of any particular date, (i) the closing sale price per Common Share as
reported on the principal exchange on which Common Shares are then trading, or if there are no sales on such day, on
the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value
of a Common Share as determined by the Board.
“Non-Employee Director” means a Director who is not an employee of the Company or any Subsidiary.
“Optionee” means the optionee named in an agreement evidencing an outstanding Option Right.
“Option Price” means the purchase price payable on exercise of an Option Right.
“Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to
Section 4 or Section 9 of this Plan.
“Participant” means a person who is selected by the Board to receive benefits under this Plan and who is at the
time an officer or other key employee of the Company or any of its Subsidiaries, or who has agreed to commence
serving in any such capacities within 90 days of the Date of Grant, and shall also include each Non-Employee
Director who receives an award of Option Rights, Appreciation Rights, Restricted Shares, Restricted Stock Units or
any awards under Section 10 of this Plan.
“Performance Period” means, in respect of a Performance Unit or Performance Share, a period of time
established pursuant to Section 6 of this Plan within which the Management Objectives relating to such Performance
Share or Performance Unit are to be achieved.
“Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded
pursuant to Section 6 of this Plan.
“Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to
Section 6 of this Plan.
“Plan” means this Windstream 2006 Equity Incentive Plan, as amended from time to time.
“Restricted Shares” means Common Shares granted or sold pursuant to Section 7 or Section 9 of this Plan
as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 7
has expired.
“Restricted Stock Units” means an award of the right to receive Common Shares at the end of a specified
Restriction Period made pursuant to Section 8 or Section 9 of this Plan.
“Restriction Period” means the period of time during which Restricted Stock Units are subject to deferral
limitations under Section 8 of this Plan.