Windstream 2013 Annual Report Download - page 85

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8. Restricted Stock Units. The Board may also authorize the grant or sale of Restricted Stock Units to
Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the
requirements contained in the following provisions:
a. Each such grant or sale shall constitute the agreement by the Company to deliver Common Shares to
the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such
conditions during the Restriction Period as the Board may specify.
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 the Market Value per Share at the Date of Grant.
c. Each such grant or sale shall be subject to a Restriction Period as determined by the Board at the Date of
Grant, and may provide for the earlier lapse or other modification of such Restriction 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.
d. Any grant of Restricted Stock Units may specify Management Objectives that, if achieved, will result
in termination or early termination of the Restriction Period 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 Stock Units 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.
e. During the Restriction Period, the Participant shall have no right to transfer any rights under his or her
award and shall have no rights of ownership in the Restricted Stock Units and shall have no right to vote them, but
the Board may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units
on either a current or deferred or contingent basis, either in cash or in additional Common Shares.
f. Each grant or sale of Restricted Stock Units 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.
9. Awards to Non-Employee Directors. The Board may, from time to time and upon such terms and conditions
as it may determine, authorize the granting to Non-Employee Directors of Option Rights under Section 4 of this Plan
or Appreciation Rights under Section 5 of this Plan, and may also authorize the grant or sale of Restricted Shares
under Section 7 of this Plan, Restricted Stock Units under Section 8 of this Plan or other awards under Section 10 of
this Plan, or any combination of the foregoing.
10. Other Awards.
a. The Board is authorized, subject to limitations under applicable law, to grant to any Participant such
other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based
on, or related to, Common Shares or factors that may influence the value of Common Shares, including, without
limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common
Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the
Company or business units thereof or any other factors designated by the Board, and awards valued by reference
to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries
or affiliates or other business units of, the Company. The Board shall determine the terms and conditions of such
awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section
10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including,
without limitation, cash, Common Shares, other awards, notes or other property, as the Board shall determine.
b. Cash awards, as an element of or supplement to any other award granted under this Plan, may also be
granted pursuant to this Section 10 of this Plan.
c. The Board is authorized to grant Common Shares as a bonus, or to grant Common Shares or other
awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan or
under other plans or compensatory arrangements, subject to such terms as shall be determined by the Board.