Windstream 2013 Annual Report Download - page 84

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above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of
Performance Units or Performance Shares shall specify that, before the Performance Shares or Performance Units
shall be earned and paid, the Board must determine that the Management Objectives have been satisfied.
d. Each grant shall specify the time and manner of payment of Performance Units or Performance Shares
that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the
Company to the Participant 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.
e. Any grant of Performance Units may specify that the amount payable or the number of Common Shares
issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant. Any grant of
Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified
by the Board at the Date of Grant.
f. Each grant of Performance Units or Performance Shares 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.
g. The Board may, at the Date of Grant of Performance Shares, provide for the payment of dividend
equivalents to the holder thereof on either a current or deferred or contingent basis, either in cash or in additional
Common Shares.
7. Restricted Shares. The Board may also authorize the grant or sale of Restricted Shares to Participants. Each
such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained
in the following provisions:
a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to
the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and
other ownership rights (unless otherwise determined by the Board), but subject to the substantial risk of forfeiture
and restrictions on transfer hereinafter referred to.
b. Each such grant or sale may be made without additional consideration or in consideration of a payment
by such Participant that is less than Market Value per Share at the Date of Grant.
c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be
subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined
by the Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture 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.
d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture
is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial
risk of forfeiture in the hands of any transferee).
e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in
termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such
Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the
number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level,
but falls short of full achievement of the specified Management Objectives.
f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions
paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying award.
g. Each grant or sale of Restricted Shares 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.
Unless otherwise directed by the Board, all certificates representing Restricted Shares shall be held in custody by
the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the
Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.