Windstream 2013 Annual Report Download - page 87

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having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments
or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in
effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the
stockholders of the Company.
16. Administration of the Plan.
a. This Plan shall be administered by the Board, which may from time to time delegate all or any part of
its authority under this Plan to the Compensation Committee (or a subcommittee thereof), or such other committee as
designated by the Board performing similar functions as required by the listing standards of the New YorkNASDAQ
Global Stock Exchange, as constituted from time to timeMarket. To the extent of any such delegation, references
in this Plan to the Board shall be deemed to be references to any such committee or subcommittee. A majority of
the committee (or subcommittee) shall constitute a quorum, and the action of the members of the committee (or
subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall
be the acts of the committee (or subcommittee).
b. The interpretation and construction by the Board of any provision of this Plan or of any Evidence of
Award and any determination by the Board pursuant to any provision of this Plan or of any such Evidence of Award
shall be final and conclusive. No member of the Board shall be liable for any such action or determination made in
good faith.
c. To the extent permitted by applicable law, the Board or, to the extent of any delegation as provided
in Section 16(a), the committee, may delegate to one or more of its members or to one or more officers of the
Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and
the Board, the committee, or any person to whom duties or powers have been delegated as aforesaid, may employ
one or more persons to render advice with respect to any responsibility the Board, the committee or such person
may have under the Plan. To the extent permitted by applicable law, the Board or the committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as the Board or
the committee: (i) designate employees to be recipients of awards under this Plan; (ii) determine the size of any such
awards; provided, however, that (A) the Board or the committee shall not delegate such responsibilities to any such
officer for awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of any class
of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by
the Board in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets
forth the total number of Common Shares such officer(s) may grant; and (iii) the officer(s) shall report periodically
to the Board or the committee, as the case may be, regarding the nature and scope of the awards granted pursuant to
the authority delegated.
17. Amendments and Other Matters.
a. The Board may at any time and from time to time amend the Plan in whole or in part; provided,
however, that any amendment which must be approved by the stockholders of the Company in order to comply with
applicable law or the rules of the New YorkNASDAQ Global Stock Exchange or, if the Common Shares are not
traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares
are traded or quotedMarket, shall not be effective unless and until such approval has been obtained. Presentation of
this Plan or any amendment thereof for stockholder approval shall not be construed to limit the Company’s authority
to offer similar or dissimilar benefits under other plans or otherwise with or without stockholder approval. Without
limiting the generality of the foregoing, the Board may amend this Plan to eliminate provisions which are no longer
necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.
b. The Board shall not, without the further approval of the stockholders of the Company, authorize
the amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price.
Furthermore, no Option Right or Appreciation Right shall be cancelled and replaced with awards having a lower
Option Price or Base Price, respectively, without further approval of the stockholders of the Company. This Section
17(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and shall not be
construed to prohibit the adjustments provided for in Section 12 of this Plan.