Windstream 2013 Annual Report Download - page 82

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4. Option Rights. The Board may, from time to time and upon such terms and conditions as it may determine,
authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations,
and shall be subject to all of the limitations, contained in the following provisions:
a. Each grant shall specify the number of Common Shares to which it pertains.
b. Each grant shall specify an Option Price per share, which may not be less than the Market Value per
Share on the Date of Grant.
c. Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable
to the Company, (ii) by the actual or constructive transfer to the Company of nonforfeitable, unrestricted Common
Shares owned by the Optionee having a value at the time of exercise equal to the total Option Price, on such basis as
the Board may determine, (iii) in any other legal consideration that the Board may deem appropriate, on such basis
as the Board may determine, or (iv) by a combination of such methods of payment.
d. To the extent permitted by law, any grant may provide for (i) deferred payment of the Option Price from
the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to
which such exercise relates; (ii) payment of the Option Price, at the election of the Optionee, in installments, with or
without interest, upon terms determined by the Board; or (iii) any combination of such methods.
e. Successive grants may be made to the same Participant whether or not any Option Rights previously
granted to such Participant remain unexercised.
f. Each grant shall specify the period or periods of continuous service by the Optionee with the Company
or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and
may provide for the earlier exercise of such Option Rights in the event of a Change in Control, retirement, death or
disability of the Optionee or other similar transaction or event as approved by the Board.
g. Any grant of Option Rights may specify Management Objectives that must be achieved as a condition
to the exercise of such rights.
h. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock
Options, that are intended to qualify under particular provisions of the Code, (ii) “nonqualified stock options” that
are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to
Participants who meet the definition of “employees” under Section 3401(c) of the Code on the Date of Grant.
i. The exercise of an Option Right shall result in the cancellation on a share-for-share basis of any Tandem
Appreciation Right authorized under Section 5 of this Plan.
j. No Option Right shall be exercisable more than 10 years from the Date of Grant.
k. Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain such
terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve.
l. The Board may, at the Date of Grant of any Option Rights (other than Incentive Stock Options), provide
for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis or may
provide that such equivalents shall be credited against the Option Price.
5. Appreciation Rights.
a. The Board may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect
of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem
Appreciation Right shall be a right of the Optionee, exercisable by surrender of the related Option Right, to receive
from the Company an amount determined by the Board, which shall be expressed as a percentage of the Spread (not
exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the
exercise or termination of the related Option Rights; provided, however, that a Tandem Appreciation Right awarded
in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-
Standing Appreciation Right shall be a right of the Participant to receive from the Company an amount determined by
the Board, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.