Windstream 2013 Annual Report Download - page 86

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11. Transferability.
a. Except as otherwise determined by the Board, no Option Right, Appreciation Right or other derivative
security granted under the Plan shall be transferable by a Participant other than by will or the laws of descent
and distribution. Except as otherwise determined by the Board, Option Rights and Appreciation Rights shall be
exercisable during the Optionee’s lifetime only by him or her or by his or her guardian or legal representative.
b. The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued
or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of
the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Units or
Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred
to in Section 7 of this Plan, shall be subject to further restrictions on transfer.
12. Adjustments. The Board shall make or provide for such adjustments in the numbers of Common Shares
covered by outstanding Option Rights, Appreciation Rights, Performance Shares, Restricted Stock Units and
share-based awards described in Section 10 of this Plan granted hereunder, in the Option Price and Base Price provided
in outstanding Option Rights and Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its
sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the
rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination
of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets
(including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover,
in the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration (including cash) as it, in good faith, may determine
to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced.
The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan
as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or
event described in this Section 12; provided, however, that any such adjustment to the number specified in Section
3(c)(i) shall be made only if and to the extent that such adjustment would not cause any Option intended to qualify as
an Incentive Stock Option to fail so to qualify. In no event shall any adjustment be required under this Section 12 if
the Board determines that such action could cause an award to fail to satisfy the conditions of an applicable exception
from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax
imposed under Section 409A in respect of an outstanding award.
13. Fractional Shares. The Company shall not be required to issue any fractional Common Shares pursuant to
this Plan. The Board may provide for the elimination of fractions or for the settlement of fractions in cash.
14. Withholding Taxes. The Company shall have the right to deduct from any payment or benefit realized under
this Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of the Company are
required to be withheld by it with respect to such payment or benefit. To the extent that the amounts available to the
Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization
of such benefit that the Participant or other recipient make arrangements satisfactory to the Company for payment
of the balance of such taxes required to be withheld. At the discretion of the Board, such arrangements may include
relinquishment of a portion of such benefit pursuant to procedures adopted by the Board from time to time. The
Company and a Participant or such other recipient may also make similar arrangements with respect to the payment
of any taxes with respect to which withholding is not required.
15. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this
Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are
employed by the Company or any Subsidiary outside of the United States of America as the Board may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may
approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other
purpose, and the Corporate Secretary or other appropriate officer of the Company may certify any such document as