Windstream 2013 Annual Report Download - page 81

| 75
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised,
or on the date when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the
per share Option Price or per share Base Price provided for in the related Option Right or Free-Standing Appreciation
Right, respectively.
“Subsidiary” means a corporation, company or other entity which is designated by the Board and in which
the Company has a direct or indirect ownership or other equity interest, provided, however, that (i) for purposes
of determining whether any person may be a Participant with respect to any grant of Incentive Stock Options, the
term “Subsidiary” has the meaning given to such term in Section 424 of the Code, as interpreted by the regulations
thereunder and applicable law; and (ii) for purposes of determining whether any person may be a Participant with
respect to any grant of Option Rights or Appreciation Rights that are intended to be exempt from Section 409A of the
Code, the term “Subsidiary” means any corporation or other entity as to which the Company is an “eligible issuer of
service recipient stock” (within the meaning of 409A of the Code).
“Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or Section 9 of this
Plan that is granted in tandem with an Option Right.
3. Shares Available Under the Plan.
a. Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may
be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares,
(iii) in payment of Restricted Stock Units, (iv) in payment of Performance Units or Performance Shares that have
been earned, (v) as awards to Non-Employee Directors, (vi) in payment of awards granted under Section 10 of this
Plan or (vii) in payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed
in the aggregate 2035,000,000 Common Shares, plus any shares relating to awards that expire or are forfeited or
are cancelled. Common Shares covered by an award granted under the Plan shall not be counted as used unless and
until they are actually issued and delivered to a Participant. Without limiting the generality of the foregoing, upon
payment in cash of the benefit provided by any award granted under the Plan, any Common Shares that were covered
by that award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained
herein: (A) Common Shares tendered in payment of the Option Price of an Option Right shall not be added to the
aggregate Plan limit described above; (B) Common Shares withheld by the Company to satisfy the tax withholding
obligation shall not be added to the aggregate Plan limit described above; (C) Common Shares that are repurchased
by the Company with Option Right proceeds shall not be added to the aggregate Plan limit described above; and
(D) all Common Shares covered by an Appreciation Right, to the extent that it is exercised and settled in Common
Shares, and whether or not Common Shares are actually issued to the Participant upon exercise of the right, shall be
considered issued or transferred pursuant to the Plan. Such Common Shares may be shares of original issuance or
treasury shares or a combination of the foregoing.
b. If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange
for Common Shares based on fair market value, such Common Shares will not count against the number of shares
available in Section 3(a) above.
c. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to
adjustment as provided in Section 12 of this Plan, (i) the aggregate number of Common Shares actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall not exceed 10,000,000 Common
Shares; and (ii) no Participant shall be granted Option Rights and Appreciation Rights, in the aggregate, for more
than 1,000,000 Common Shares during any calendar year; and (iii) the number of Restricted Shares and shares
issued under Restricted Stock Units (after taking forfeitures into account) shall not exceed, in the aggregate,
10,000,000 Common Shares..
d. Notwithstanding any other provision of this Plan to the contrary, in no event shall any Participant in any
calendar year receive an award of (i) Performance Shares, Restricted Shares or Restricted Stock Units that specify
Management Objectives, in the aggregate, for more than 1,000,000 Common Shares or (ii) Performance Units having
an aggregate maximum value as of their respective Dates of Grant in excess of $12,000,000.