Windstream 2013 Annual Report Download - page 83

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b. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to
all of the requirements, contained in the following provisions:
(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid
by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or
retain in the Board the right to elect among those alternatives.
(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not
exceed a maximum specified by the Board at the Date of Grant.
(iii) Each grant shall specify the period or periods of continuous service by the Participant with
the Company or any Subsidiary that is necessary before the Appreciation Right or installments thereof will become
exercisable and may provide for the earlier exercise of such Appreciation Rights in the event of a Change in Control,
retirement, death or disability of the Participant or other similar transaction or event as approved by the Board.
(iv) Each grant of an Appreciation Right shall be evidenced by an Evidence of Award, which shall
describe such Appreciation Right, identify any related Option Right, state that such Appreciation Right is subject to
all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan and
applicable sections of the Code, as the Board may approve.
(v) Any grant may provide for the payment to the Participant of dividend equivalents thereon in cash
or Common Shares on a current, deferred or contingent basis.
c. Any grant of Tandem Appreciation Rights shall provide that such Rights may be exercised only at a
time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of
the related Option Right for cancellation.
d. Regarding Free-Standing Appreciation Rights only:
(i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price, which
shall not be less than the Market Value per Share on the Date of Grant;
(ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing
Appreciation Rights previously granted to the Participant remain unexercised; and
(iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than
10 years from the Date of Grant.
e. Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a
condition to exercise such rights.
6. Performance Units and Performance Shares. The Board may also authorize the granting to Participants
of Performance Units and Performance Shares that will become payable (or payable early) to a Participant upon
achievement of specified Management Objectives. 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 Performance Units or Performance Shares to which it pertains,
which number may be subject to adjustment to reflect changes in compensation or other factors; provided, however,
that no such adjustment shall be made in the case of a Covered Employee where such action would result in the loss
of the otherwise available exemption of the award under Section 162(m) of the Code.
b. The Performance Period with respect to each Performance Unit or Performance Share shall be such
period of time commencing with the Date of Grant as shall be determined by the Board at the time of grant. Each
grant may provide for the earlier lapse or other modification of such Performance Period in the event of a Change
in Control, retirement, or death or disability of the Participant or other similar transaction or event as approved by
the Board.
c. Any grant of Performance Units or Performance Shares shall specify Management Objectives which,
if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such
specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for
determining the number of Performance Units or Performance Shares that will be earned if performance is at or