Windstream 2013 Annual Report Download - page 88

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c. The Board also may permit Participants to elect to defer the issuance of Common Shares or the
settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or
crediting of dividend equivalents or interest on the deferral amounts.
d. The Board may condition the grant of any award or combination of awards authorized under this Plan
on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable
by the Company or a Subsidiary to the Participant.
e. If permitted by Section 409A of the Code, in case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant
who holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to
which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted
Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance
Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to any vesting
schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant
to Section 11(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right,
Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or
prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which
such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such
transfer restriction will terminate or may waive any other limitation or requirement under any such award.
f. This Plan shall not confer upon any Participant any right with respect to continuance of employment or
other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.
g. To the extent that any provision of this Plan would prevent any Option Right that was intended to
qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to
such Option Right. Such provision, however, shall remain in effect for other Option Rights and there shall be no
further effect on any provision of this Plan.
h. Subject to Section 20, this Plan shall continue in effect until the date on which all Common Shares
available for issuance or transfer under this Plan have been issued or transferred and the Company has no further
obligation hereunder.
i. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right
or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific
funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability
under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any, payable under the
Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute
a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
j. This Plan and each Evidence of Award shall be governed by the laws of the State of Delaware, excluding
any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to
the substantive law of another jurisdiction.
k. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any award under any law deemed applicable by the Board, such provision shall be construed
or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Board, it shall be
stricken and the remainder of the Plan shall remain in full force and effect.
18. Compliance with Section 409A of the Code. Awards granted under this Plan shall be designed and
administered in such a manner that they are either exempt from the application of, or comply with, the requirements
of Section 409A of the Code. To the extent that the Board determines that any award granted under the Plan is subject
to Section 409A of the Code, the Evidence of Award shall incorporate the terms and conditions necessary to avoid
the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other
provision of the Plan or any Evidence of Award (unless the Evidence of Award provides otherwise with specific