Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF
WINDSTREAM CORPORATION
A Delaware Corporation
(Adopted as of July 17, 2006, and
amended as of February 7, 2007)
ARTICLE I
OFFICES
Section 1. Registered Office
. The registered office of Windstream Corporation (the
“Corporation”) in the State of Delaware shall be located at 2711 Centerville Road, Wilmington,
Delaware 19801. The name of the Corporation’s registered agent at such address shall be Corporation
Service Company. The registered office and/or registered agent of the Corporation may be changed
from time to time by action of the Board of Directors.
Section 2. Other Offices
. The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting
. An annual meeting of the stockholders shall be held on such date
and at such time as shall be designated from time to time by the Board of Directors. At the annual
meeting, stockholders shall elect Directors and transact such other business as properly may be
brought before the annual meeting pursuant to Section 11 of ARTICLE II hereof.
Section 2. Special Meetings
. Special meetings of the stockholders may only be called in the
manner provided in ARTICLE TEN of the Restated Certificate of Incorporation of the Corporation (the
“Certificate of Incorporation”). Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 3. Place of Meetings
. The Board of Directors may designate any place, either within or
without the State of Delaware, as the place of meeting for any annual meeting or for any special
meeting. If no designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal executive office of the Corporation.
Section 4. Notice
. Whenever stockholders are required or permitted to take action at a
meeting, written or printed notice, or notice by electronic transmission, stating the place, if
any, date, time, if applicable, the means of remote communications and, in the case of special
meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to
vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All
such notices shall be delivered, either personally or by mail, by or at the direction of the Board
of Directors, the chairman of the board, the president or the secretary, and if mailed, such notice
shall be deemed to be delivered when deposited in the United States mail, postage prepaid,
addressed to the stockholder at his, her or its address as the same appears on the records of the
Corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting is not lawfully called or
convened.
Section 5. Stockholders List
. The officer having charge of the stock ledger of the Corporation
shall make, at least 10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address
of each stockholder and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting, either (i) on a
reasonably accessible electronic network, provided that the information required to gain access to
such list is provided with the notice of meeting or (ii) during ordinary business hours at the
principal place of business of the Corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 6. Quorum
. The holders of a majority of the outstanding shares of capital stock
entitled to vote, present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders, except as otherwise provided by the General Corporation Law of the
State of Delaware or by the Certificate of Incorporation. If a quorum is not present, the holders
of a majority of the shares present in person or represented by proxy at the meeting, and entitled
to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item
of business requires a vote by a class or series (if the Corporation shall then have outstanding
shares of more than one class or series) voting as a class or series, the holders of a majority of
the shares of such class or series shall constitute a quorum (as to such class or series) for the
transaction of such item of business.
Section 7. Adjourned Meetings
. When a meeting is adjourned to another time and place, notice
need not be given of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original meeting. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the
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adjourned meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 8. Vote Required
. When a quorum is present, the affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless (i) by express provisions of an applicable law
or of the Certificate of Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question, or (ii) the subject matter is the
election of Directors, in which case Section 2 of ARTICLE III hereof shall govern and control the
approval of such subject matter.
Section 9. Voting Rights
. Except as otherwise provided by the General Corporation Law of the
State of Delaware, the Certificate of Incorporation or these Bylaws, every stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy for each share of
capital stock held by such stockholder.
Section 10. Proxies
. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may authorize another
person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the Corporation generally. Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote, except that when
such proxy is coupled with an interest and the fact of the interest appears on the face of the
proxy, the agent named in the proxy shall have all voting and other rights referred to in the
proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the
stockholders, and before any voting commences, all proxies filed at or before the meeting shall be
submitted to and examined by the secretary or a person designated by the secretary, and no shares
may be represented or voted under a proxy that has been found to be invalid or irregular.
Section 11. Business Brought Before an Annual Meeting
. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) brought before the meeting by or at the direction of the Board of Directors or
(iii) otherwise properly brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, such proposed business, other than the
nominations of persons for election to the Board of Directors, must constitute a proper matter for
stockholder actions, and the stockholder must have given timely notice thereof in writing to the
secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed
and received at the principal executive offices of the Corporation, not less than 90 days nor more
than 120 days prior to the anniversary date of the immediately preceding
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annual meeting of stockholders; provided, however, that in the event that the annual meeting
of stockholders is called for a date that is not within 25 days before or after such anniversary
date, notice by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the date on which notice of the date of the annual meeting was
mailed or public announcement of such date was made, whichever occurs first. In no event shall the
public announcement of an adjournment or postponement of an annual meeting commence a new time
period (or extend any time period) for the giving of a stockholder’s notice as described above. A
stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the text of the proposal or business, (ii) the name and address, as
they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business, (v) a representation that the stockholder is
a holder of record of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business, and (vi) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a group which
intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage
of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b)
otherwise to solicit proxies from stockholders in support of such proposal. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this section. The presiding officer of an
annual meeting shall, if the facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with the provisions of this section; if
he should so determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. For purposes of this section, “public
announcement” shall mean disclosure in a press release reported by Dow Jones News Service,
Associated Press or a comparable national news service. Nothing in this section shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”).
ARTICLE III
DIRECTORS
Section 1. General Powers
. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to such powers as are herein and in the
Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may
exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the
Certificate of Incorporation and these Bylaws.
Section 2. Number, Election and Term of Office
. The Board of Directors shall consist of not
less than three nor more than fifteen members, the exact number of which
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shall be fixed from time to time by the affirmative vote of a majority of the entire Board of
Directors. Except as provided in Section 3 of this Article III, the Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy at the meeting and
entitled to vote in the election of directors. The Directors shall be elected in this manner at the
annual meeting of stockholders, except as provided in Section 3 of this Article III. Each Director
shall hold office until a successor is duly elected and qualified or until his or her earlier
death, resignation or removal as hereinafter provided.
Section 3. Vacancies
. Subject to the rights of holders of any series of Preferred Stock, any
vacancy on the Board of Directors that results from an increase in the number of directors may be
filled by a majority of the Board of Directors then in office, provided that a quorum is present,
and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board
of Directors then in office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor. Subject to the rights, if any, of the
holders of any series of Preferred Stock, any or all of the directors of the Corporation may be
removed from office at any time, with or without cause by the affirmative vote of the holders of at
least a majority of the voting power of the Corporation’s then outstanding capital stock entitled
to vote generally in the election of directors. Notwithstanding the foregoing, whenever the holders
of any one or more classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Certificate of Incorporation applicable
thereto.
Section 4. Nominations
.
(a) Only persons who are nominated in accordance with the procedures set forth in
these Bylaws shall be eligible to serve as Directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting of stockholders (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice provided for in
these Bylaws, who is entitled to vote generally in the election of Directors at the meeting
and who shall have complied with the notice procedures set forth below in Section 4(b).
(b) In order for a stockholder to nominate a person for election to the Board of
Directors of the Corporation at a meeting of stockholders, such stockholder shall have
delivered timely notice of such stockholder’s intent to make such nomination in writing to
the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered
to or mailed and received at the principal executive offices of the Corporation (i) in the
case of an annual meeting, not less than 90 nor more than 120 days prior to the first
anniversary of the preceding year’s annual meeting; provided, however, that in the event
that the date of the annual meeting is changed by more than 30 days from such
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anniversary date, notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which notice of the date of
the meeting was mailed or public disclosure of the meeting was made, whichever occurs
first, and (ii) in the case of a special meeting at which Directors are to be elected, not
later than the close of business on the 10th day following the day on which notice of the
date of the meeting was mailed or public disclosure of the meeting was made, whichever
occurs first. In no event shall the public announcement of an adjournment or postponement
of an annual meeting commence a new time period (or extend any time period) for the giving
of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (i)
as to each person whom the stockholder proposes to nominate for election as a Director at
such meeting all information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person’s written consent
to being named in the proxy statement as a nominee and to serving as a Director if elected)
and such person’s written consent to being named in the proxy statement as a nominee and to
serving as a director if elected; (ii) as to the stockholder giving the notice (A) the name
and address, as they appear on the Corporation’s books, of such stockholder and (B) the
class and number of shares of the Corporation which are beneficially owned by such
stockholder and also which are owned of record by such stockholder; and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address
of such person and (B) the class and number of shares of the Corporation which are
beneficially owned by such person (C) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to propose such nomination, and (D) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a group
which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least
the percentage of the Corporation’s outstanding capital stock required to elect the nominee
and/or (b) otherwise to solicit proxies from stockholders in support of such nomination. At
the request of the Board of Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the secretary of the Corporation that information
required to be set forth in a stockholder’s notice of nomination which pertains to the
nominee.
(c) No person shall be eligible to serve as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this section. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by this section, and if he should
so determine, he shall so declare to the meeting and the defective nomination shall be
disregarded. A stockholder seeking to nominate a person to serve as a Director must also
comply with all applicable requirements of the Exchange Act, and the rules and regulations
thereunder with respect to the matters set forth in this section.
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Section 5. [Reserved]
Section 6. Meetings and Notice
. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined by resolution of the
Board of Directors. Special meetings of the Board of Directors may be called by the chairman of the
board, the president (if the president is a Director) or, upon the written request of a majority of
the total number of Directors then in office, the secretary of the Corporation on at least 24 hours
notice to each Director, either personally, by telephone, by mail or by telecopy.
Section 7. Chairman of the Board, Quorum, Required Vote and Adjournment
. The Board of
Directors shall elect, by the affirmative vote of a majority of the total number of Directors then
in office, a chairman of the board, who shall preside at all meetings of the stockholders and Board
of Directors at which he or she is present and shall have such powers and perform such duties as
the Board of Directors may from time to time prescribe. If the chairman of the board is not present
at a meeting of the stockholders or the Board of Directors, the president (if the president is a
Director and is not also the chairman of the board) shall preside at such meeting, and, if the
president is not present at such meeting, a majority of the Directors present at such meeting shall
elect one of their members to so preside. A majority of the total number of Directors then in
office shall constitute a quorum for the transaction of business. Unless by express provision of an
applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the
vote of a majority of Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
Section 8. Committees
. The Board of Directors may, by resolution passed by a majority of the
total number of Directors then in office, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation, which to the extent provided in such
resolution or these Bylaws shall have, and may exercise, the powers of the Board of Directors in
the management and affairs of the Corporation, except as otherwise limited by law. The Board of
Directors may designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Such committee or
committees shall have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors upon request.
Section 9. Committee Rules
. Each committee of the Board of Directors may fix its own rules of
procedure and shall hold its meetings as provided by such rules, except as may otherwise be
provided by a resolution of the Board of Directors designating such committee. Unless otherwise
provided in such a resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. Unless otherwise provided in such a resolution, in the
event that a member and that
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member’s alternate, if alternates are designated by the Board of Directors, of such committee
is or are absent or disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member.
Section 10. Communications Equipment
. Members of the Board of Directors or any committee
thereof may participate in and act at any meeting of such board or committee through the use of a
conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear and speak with each other, and participation in the meeting pursuant to
this section shall constitute presence in person at the meeting.
Section 11. Waiver of Notice and Presumption of Assent
. Any member of the Board of Directors
or any committee thereof who is present at a meeting shall be conclusively presumed to have waived
notice of such meeting except when such member attends for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented to any action taken
unless his or her dissent shall be entered in the minutes of the meeting or unless his or her
written dissent to such action shall be filed with the person acting as the secretary of the
meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of
the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not
apply to any member who voted in favor of such action.
Section 12. Action by Written Consent
. Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all members of such board
or committee, as the case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission are filed with the minutes of proceedings of the
board or committee.
ARTICLE IV
OFFICERS
Section 1. Number
. The officers of the Corporation shall be elected by the Board of Directors
and shall consist of a chairman of the board, a chief executive officer, a president, one or more
vice-presidents, a secretary, a chief financial officer and such other officers and assistant
officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices
may be held by the same person, except that neither the chief executive officer nor the president
shall also hold the office of secretary. In its discretion, the Board of Directors may choose not
to fill any office for any period as it may deem advisable, except that the offices of president
and secretary shall be filled as expeditiously as possible.
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Section 2. Election and Term of Office
. The officers of the Corporation shall be elected
annually by the Board of Directors at its first meeting held after each annual meeting of
stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.
Section 3. Removal
. Any officer or agent elected by the Board of Directors may be removed by
the Board of Directors at its discretion, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 4. Vacancies
. Any vacancy occurring in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors.
Section 5. Compensation
. Compensation of all executive officers shall be approved by the Board
of Directors, and no officer shall be prevented from receiving such compensation by virtue of his
or her also being a Director of the Corporation; provided however, that compensation of all
executive officers may be determined by a committee established for that purpose if so authorized
by the Board of Directors.
Section 6. Chairman of the Board
. The chairman of the Board of Directors shall preside at all
meetings of the stockholders and of the Board of Directors and shall have such other powers and
perform such other duties as may be prescribed to him or her by the Board of Directors or provided
in these Bylaws.
Section 7. Chief Executive Officer
. The chief executive officer shall have the powers and
perform the duties incident to that position. Subject to the powers of the Board of Directors and
the chairman of the board, the chief executive officer shall be in the general and active charge of
the entire business and affairs of the Corporation, and shall be its chief policy making officer.
The chief executive officer shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or provided in these Bylaws. The chief executive officer is
authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. Whenever the president is unable to
serve, by reason of sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.
Section 8. The President
. The president of the Corporation shall, subject to the powers of the
Board of Directors, the chairman of the board and the chief executive officer, have general charge
of the business, affairs and property of the Corporation, and control over its officers, agents and
employees. The president shall see that all orders and resolutions of the Board of Directors are
carried into effect. The president is authorized to execute bonds, mortgages and other contracts
requiring a seal, under the seal of the
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Corporation, except where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The president shall have such other
powers and perform such other duties as may be prescribed by the chairman of the board, the chief
executive officer, the Board of Directors or as may be provided in these Bylaws.
Section 9. Vice-Presidents
. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the Board of Directors or the chairman of the board,
shall, in the absence or disability of the president, act with all of the powers and be subject to
all the restrictions of the president. The vice-presidents shall also perform such other duties and
have such other powers as the Board of Directors, the chairman of the board, the chief executive
officer, the president or these Bylaws may, from time to time, prescribe. The vice-presidents may
also be designated as executive vice-presidents or senior vice-presidents, as the Board of
Directors may from time to time prescribe.
Section 10. The Secretary and Assistant Secretaries
. The secretary shall attend all meetings
of the Board of Directors, all meetings of the committees thereof and all meetings of the
stockholders and record all the proceedings of the meetings in a book or books to be kept for that
purpose or shall ensure that his or her designee attends each such meeting to act in such capacity.
Under the chairman of the Board of Directors’ supervision, the secretary shall give, or cause to be
given, all notices required to be given by the Certificate of Incorporation, these Bylaws or by
applicable law; shall have such powers and perform such duties as the Board of Directors, the
chairman of the board, the chief executive officer, the president or these Bylaws may, from time to
time, prescribe; and shall have custody of the corporate seal of the Corporation. The secretary, or
an assistant secretary, shall have authority to affix the corporate seal to any instrument
requiring it and when so affixed, it may be attested by his or her signature or by the signature of
such assistant secretary. The Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his or her signature. The assistant
secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or
disability of the secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors, the chairman of the
board, the chief executive officer, the president, or secretary may, from time to time, prescribe.
Section 11. The Chief Financial Officer
. The chief financial officer shall have the custody of
the corporate funds and securities; shall keep full and accurate all books and accounts of the
Corporation as shall be necessary or desirable in accordance with applicable law or generally
accepted accounting principles; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the board or the Board of
Directors; shall cause the funds of the Corporation to be disbursed when such disbursements have
been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board
of Directors, at its regular meeting or when the Board of Directors so requires, an account of the
Corporation; shall have such powers and perform such duties as the Board of Directors,
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the chairman of the board, the chief executive officer, the president or these Bylaws may,
from time to time, prescribe. If required by the Board of Directors, the chief financial officer
shall give the Corporation a bond (which shall be rendered every six years) in such sums and with
such surety or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of chief financial officer and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office of all books, papers,
vouchers, money and other property of whatever kind in the possession or under the control of the
chief financial officer belonging to the Corporation.
Section 12. Other Officers, Assistant Officers and Agents
. Officers, assistant officers and
agents, if any, other than those whose duties are provided for in these Bylaws, shall have such
authority and perform such duties as may from time to time be prescribed by resolution of the Board
of Directors.
Section 13. Absence or Disability of Officers
. In the case of the absence or disability of any
officer of the Corporation and of any person hereby authorized to act in such officer’s place
during such officer’s absence or disability, the Board of Directors may by resolution delegate the
powers and duties of such officer to any other officer or to any Director, or to any other person
selected by it.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form
. To the greatest extent permitted by applicable Delaware law, the shares of
the Corporation’s Common Stock shall be uncertificated and transfer of such shares shall be
reflected by book entry. Notwithstanding the foregoing, every holder of stock in the Corporation,
if any, that is represented by a certificate shall be entitled to have a certificate, signed by, or
in the name of the Corporation by the chairman of the board, the chief executive officer or the
president and the secretary or an assistant secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation. If such a certificate is countersigned (i) by a
transfer agent or an assistant transfer agent other than the Corporation or its employee or (ii) by
a registrar, other than the Corporation or its employee, the signature of any such chairman of the
board, chief executive officer, president, secretary or assistant secretary may be facsimiles. In
case any officer or officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or officers of the
Corporation whether because of death, resignation or otherwise before such certificate or
certificates have been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation. All certificates for shares shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the books of the
Corporation. Shares of stock of the Corporation shall only be transferred on the books of the
Corporation by the holder
11
of record thereof or by such holder’s attorney duly authorized in writing, in the case of
certificated shares, upon surrender to the Corporation of the certificate or certificates for such
shares endorsed by the appropriate person or persons, with such evidence of the authenticity of
such endorsement, transfer, authorization and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer stamps, or in the case of uncertificated
shares, upon delivery to the Corporation of evidence, in form and substance reasonably satisfactory
to the Corporation, demonstrating that the party requesting such transfer is the record holder
thereof or the holder’s attorney duly authorized in writing. Upon the surrender of any certificate
representing shares of any class of Common Stock, the Corporation shall forthwith cancel such
certificate and the holder thereof shall no longer be entitled to a certificate or certificates
representing the shares of such class represented by the surrendered certificate. Any shares
represented by a surrendered certificate cancelled as provided above shall be registered in the
name and will represent such number of shares of such class as is requested by the holder of the
surrendered certificate. Such book entry shall be made without charge to the holders of the
surrendered certificates for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such issuance. The Board of Directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to act as its transfer
agent or registrar, or both in connection with the transfer of any class or series of securities of
the Corporation.
Section 2. Lost Certificates
. The Board of Directors may direct a new certificate or
certificates, if any, to be issued in place of any certificate or certificates previously issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his or her legal representative, to give the Corporation
a bond sufficient to indemnify the Corporation against any claim that may be made against the
Corporation on account of the loss, theft or destruction of any such certificate or the issuance of
such new certificate.
Section 3. Fixing a Record Date for Stockholder Meetings
. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of
business on the next day preceding the day on which notice is first given. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
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Section 4. Fixing a Record Date for Other Purposes
. In order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment or any rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for determining stockholders for
any such purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 5. Registered Stockholders
. Prior to the surrender to the Corporation of the
certificate or certificates, if any, for a share or shares of stock with a request to record the
transfer of such share or shares, the Corporation may treat the registered owner as the person
entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof.
Section 6. Subscriptions for Stock
. Unless otherwise provided for in the subscription
agreement, subscriptions for shares shall be paid in full at such time, or in such installments and
at such times, as shall be determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to
all shares of the same series. In case of default in the payment of any installment or call when
such payment is due, the Corporation may proceed to collect the amount due in the same manner as
any debt due the Corporation.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends
. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, in accordance with applicable law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or any other purpose
and the Directors may modify or abolish any such reserve in the manner in which it was created.
Section 2. Checks, Drafts or Orders
. All checks, drafts or other orders for the payment of
money by or to the Corporation and all notes and other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation,
and in such manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.
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Section 3. Contracts
. In addition to the powers otherwise granted to officers pursuant to
ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or
agents, of the Corporation to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general or confined to
specific instances.
Section 4. Loans
. Subject to compliance with applicable laws, the Corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a Director of the
Corporation or its subsidiaries, whenever, in the judgment of the Directors, such loan, guaranty or
assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other
assistance may be with or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any statute.
Section 5. Fiscal Year
. The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
Section 6. Corporate Seal
. The Board of Directors may provide a corporate seal which shall be
in the form of a circle and shall have inscribed thereon the name of the Corporation and the words
“Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. No seal shall be required by virtue of this
Section.
Section 7. Voting Securities Owned By Corporation
. Voting securities in any other Corporation
held by the Corporation shall be voted by the chief executive officer, the president or a
vice-president, unless the Board of Directors specifically confers authority to vote with respect
thereto, which authority may be general or confined to specific instances, upon some other person
or officer. Any person authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.
Section 8. Inspection of Books and Records
. The Board of Directors shall have power from time
to time to determine to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the State of Delaware,
unless and until authorized so to do by resolution of the Board of Directors or of the stockholders
of the Corporation.
Section 9. Section Headings
. Section headings in these Bylaws are for convenience of reference
only and shall not be given any substantive effect in limiting or otherwise construing any
provision herein.
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Section 10. Inconsistent Provisions
. In the event that any provision of these Bylaws is or
becomes inconsistent with any provision of the Certificate of Incorporation, the General
Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws
shall not be given any effect to the extent of such inconsistency but shall otherwise be given full
force and effect.
ARTICLE VII
AMENDMENTS
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or
repeal these Bylaws by the affirmative vote of a majority of the total number of Directors then in
office. Any alteration or repeal of these Bylaws by the stockholders of the Corporation shall
require the affirmative vote of a majority of the outstanding shares of the Corporation entitled to
vote on such alteration or repeal; provided, however, that Section 11 of ARTICLE II and Sections 2,
3, and 4 of ARTICLE III and this ARTICLE VII of these Bylaws shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of
the holders of at least two-thirds of the combined voting power of all of the then outstanding
shares of the Corporation entitled to vote on such alteration or repeal.
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Exhibit 10.1
WINDSTREAM CORPORATION
2006 EQUITY INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT
[OFFICERS — PERFORMANCE-BASED RESTRICTED STOCK]
Summary of Restricted Share Grant
Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named
below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the
“Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted
Shares, on the Date of Grant set forth below:
Name of Grantee:
Number of Restricted Shares:
Date of Grant:
Terms of Agreement
1. Grant of Restricted Shares
. Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of Restricted Shares (the “Restricted Shares”) set forth above. The
Restricted Shares shall be fully paid and nonassessable.
2. Vesting of Restricted Shares
.
(a) The Restricted Shares shall vest and become nonforfeitable if the Grantee shall have
remained in the continuous employ of the Company or a Subsidiary through the vesting dates set
forth below with respect to the percentage of Restricted Shares set forth next to such date,
provided that the Committee certifies in writing as of such date that the performance measure set
forth in Section 2(d) (the “Performance Measure”) for the applicable performance period specified
below (each a “Performance Period”) has been satisfied in full:
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Percentage of Restricted
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Shares Vesting on such
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Vesting Date
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Performance Period
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Vesting Date
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(b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by
this Agreement (and not previously forfeited under Section 3) shall immediately become vested and
nonforfeitable (without regard to whether the Performance Measures have been satisfied) if, during
the vesting period, the Grantee (i) dies or becomes permanently disabled (as determined by the
Committee) while in the employ of the Company or
a Subsidiary, or (ii) the Grantee’s employment with the Company and its Subsidiaries is terminated
without Cause (as defined in Section 19), or the Grantee terminates his employment with the Company
or a Subsidiary for Good Reason (as defined in Section 19), in each case within the two year period
immediately following a Change in Control.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may,
in its sole discretion, accelerate the time at which the Restricted Shares become vested and
nonforfeitable on such terms and conditions as it deems appropriate, except to the extent that such
action would result in the loss of the otherwise available exemption of the Restricted Shares under
Section 162(m) of the Code.
(d) For purposes of this Agreement, the specified Performance Measure for the Performance
Period for the fiscal period ending
shall be based on
[PERFORMANCE MEASURE TO BE
DESCRIBED HERE]
3. Forfeiture of Shares
. The Restricted Shares that have not yet vested pursuant to Section 2
(including without limitation any cash dividends and non-cash proceeds related to the Restricted
Shares for which the record date occurs on or after the date of forfeiture) shall be forfeited
automatically without further action or notice (i) in the event that the Performance Measures for a
Performance Period have not been achieved, but only with respect to the percentage of Restricted
Shares set forth opposite such Performance Period in Section 2(a), and (ii) in the event the
Grantee ceases to be employed by the Company or a Subsidiary other than as provided in Section
2(b). In the event of a forfeiture of the Restricted Shares, the stock book entry account
representing the Restricted Shares covered by this Agreement shall be cancelled and all Restricted
Shares shall be returned to the Company.
4. Transferability
. The Restricted Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the
Restricted Shares have become nonforfeitable as provided in Section 2. Any purported transfer or
encumbrance in violation of the provisions of this Section 4 shall be void, and the other party to
any such purported transaction shall not obtain any rights to or interest in such Restricted
Shares. The Committee, in its sole discretion, when and as is permitted by the
Plan, may waive the restrictions on transferability with respect to all or a portion of the
Restricted Shares, provided that any permitted transferee (other than the Company) shall remain
subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.
5. Dividend, Voting and Other Rights
. Except as otherwise provided herein, from and after the
Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the
Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends
that may be paid thereon (which such dividends shall be paid no later than the end of the calendar
year in which the dividends are paid to the holders of the Common Shares or, if later, the 15th day
of the third month following the date the dividends are paid to the holders of the Common Shares);
provided
,
however
, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or any other change
in the capital structure of the Company shall be considered Restricted Shares and shall be subject
to the same restrictions as the Restricted Shares covered by this Agreement.
2
Any cash dividends paid with respect to the Restricted Shares shall be reported on the
Grantee’s annual wage and tax statement (Form W-2) as compensation and shall be subject to all
applicable tax withholdings as provided in Section 10.
6. Custody of Restricted Shares
;
Stock Power.
Until the Restricted Shares have become vested
and nonforfeitable as provided in Section 2, the Restricted Shares shall be issued in book-entry
only form and shall not be represented by a certificate. The restrictions set forth in this
Agreement shall be reflected on the stock transfer records maintained by or on behalf of the
Company. By execution of this Agreement and effective until the Restricted Shares have become
vested and nonforfeitable as provided in Section 2, the Grantee hereby irrevocably constitute and
appoint Jeffery R. Gardner, Brent Whittington, or John P. Fletcher, or any of them,
attorneys-in-fact to transfer the Restricted Shares on the stock transfer records of the Company
with full power of substitution. The Grantee agrees to take any and all other actions (including
without limitation executing, delivering, performing and filing such other agreements, instruments
and documents) as the Company may deem necessary or appropriate to carry out and give effect to the
provisions of this Agreement.
7. Continuous Employment
. For purposes of this Agreement, the continuous employment of the
Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the
Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries,
by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of
absence approved by the Committee.
8. No Employment Contract
. Nothing contained in this Agreement shall confer upon the Grantee
any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit
or affect in any manner the right of the Company and its Subsidiaries to terminate the employment
or adjust the compensation of the Grantee.
9. Relation to Other Benefits
. Any economic or other benefit to the Grantee under this
Agreement or the Plan shall not be taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan
maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance
coverage available to any beneficiary under any life insurance plan covering employees of the
Company or a Subsidiary.
10. Taxes and Withholding
. The Grantee is responsible for any federal, state, local or other
taxes with respect to the Restricted Shares (including the grant, the vesting, the receipt of
Common Shares, the sale of Common Shares and the receipt of dividends, if any). The Company does
not guarantee any particular tax treatment or results in connection with the grant or vesting of
the Restricted Shares or the payment of dividends. If the Company or any Subsidiary is required to
withhold any federal, state, local or other taxes in connection with the delivery or vesting of the
Restricted Shares, the Grantee shall pay the tax or make provisions that are satisfactory to the
Company or such Subsidiary for the payment thereof. The Grantee may elect to satisfy all or any
portion of any such withholding obligation by surrendering to the Company or such Subsidiary a
portion of the Common Shares that become vested and nonforfeitable hereunder, and the Common Shares
so surrendered by the Grantee shall be
3
credited against any such withholding obligation at the Market Value per Share of such Common
Shares on the date of such surrender.
11. Section
83(b)
Election Prohibited.
As a condition to receiving this award, the Grantee
acknowledges and agrees that he or she shall not file an election under Section 83(b) of the Code
with respect to all or any portion of the Restricted Shares.
12. Compliance with Law
. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws and listing requirements of the New York Stock
Exchange or any national securities exchange with respect to the Restricted Shares;
provided
,
however
, notwithstanding any other provision of this Agreement, the
Restricted Shares shall not be delivered or become vested if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.
13. Amendments
. Subject to the terms of the Plan, the Committee may modify this Agreement
upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment
to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the
Grantee under this Agreement without the Grantee’s consent.
14. Severability
. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall
be deemed to be separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
15. Relation to Plan
. This Agreement is subject to the terms and conditions of the Plan.
This Agreement and the Plan contain the entire agreement and understanding of the parties with
respect to the subject matter contained in this Agreement, and supersede all prior written or
oral communications, representations and negotiations in respect thereto. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the
Plan. The Compensation Committee of the Board acting pursuant to the Plan, as constituted from
time to time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the Restricted Shares.
16. Successors and Assigns
. Without limiting Section 4, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of the Grantee, and the successors and assigns of the Company.
17. Governing Law
. The interpretation, performance, and enforcement of this Agreement shall
be governed by the laws of the State of Delaware, without giving effect to the principles of
conflict of laws thereof.
18. Electronic Delivery.
The Grantee hereby consents and agrees to electronic delivery of any
documents that the Company may elect to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account
4
statements, annual and quarterly reports, and all other forms of communications) in connection
with this and any other award made or offered under the Plan. The Grantee understands that, unless
earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this
consent shall be effective for the duration of the Agreement. The Grantee also understands that he
or she shall have the right at any time to request that the Company deliver written copies of any
and all materials referred to above at no charge. The Grantee hereby consents to any and all
procedures the Company has established or may establish for an electronic signature system for
delivery and acceptance of any such documents that the Company may elect to deliver, and agrees
that his or her electronic signature is the same as, and shall have the same force and effect as,
his or her manual signature. The Grantee consents and agrees that any such procedures and delivery
may be effected by a third party engaged by the Company to provide administrative services related
to the Plan.
19. Definitions
. Where used herein, the terms “Cause” and “Good Reason” shall have the
meanings given to such terms in the employment agreement or change in control agreement in effect
for the Grantee immediately prior to his termination of employment, or if none is in effect at that
time, such terms shall be defined as follows:
(a) “Cause” shall mean the occurrence of any one of the following: (i) the willful failure by
the Grantee substantially to perform the Grantee’s duties with the Company or a Subsidiary, other
than any failure resulting from the Grantee’s incapacity due to physical or mental illness, that
continues for at least 30 days after the Board delivers to the Grantee a written demand for
performance that identifies specifically and in detail the manner in which the Board believes that
the Grantee willfully has failed substantially to perform the Grantee’s duties or (ii) the willful
engaging by the Grantee in misconduct that is demonstrably and materially injurious to the Company
or any Subsidiary, monetarily or otherwise. For purposes of this definition, no act, or failure to
act, on the Grantee’s part shall be deemed “willful” unless done, or omitted to be
done, by the Grantee not in good faith and without reasonable belief that the Grantee’s act, or
failure to act, was in the best interest of the Company and its Subsidiaries.
(b) “Good Reason” shall mean the occurrence, without the Grantee’s express written consent, of
any one of the following: (i) the assignment to the Grantee of any duties inconsistent with the
Grantee’s status as an executive officer of the Company or of a Subsidiary or a substantial adverse
alteration in the nature or status of the Grantee’s responsibilities from those in effect
immediately prior to the Change in Control; (ii) a reduction by the Company in the Grantee’s annual
base salary to any amount less than the Grantee’s annual base salary as in effect immediately prior
to the Change in Control; (iii) the relocation of the principal executive offices of the Company or
of a Subsidiary, as the case may be, to a location more than 35 miles from the location of such
offices immediately prior to the Change in Control or the Company’s requiring the Grantee to be
based anywhere other than the principal executive offices of the Company or of a Subsidiary as the
case may be, except for required business travel to an extent substantially consistent with the
Grantee’s business travel obligations immediately prior to the Change in Control; (iv) the
failure by the Company to pay to the Grantee any portion of the Grantee’s current compensation, or
to pay to the Grantee any deferred compensation under any deferred compensation program of the
Company, within five days after the date the compensation is due or to pay or reimburse the Grantee
for any expenses incurred by him for required business travel; (v) the failure by the Company to
continue in effect any compensation plan in which the Grantee
5
participates immediately prior to the Change in Control that is material to the Grantee’s total
compensation, including but not limited to, stock option, restricted stock, stock appreciation
right, incentive compensation, bonus, and other plans, unless an equitable alternative arrangement
embodied in an ongoing substitute or alternative plan has been made, or the failure by the Company
to continue the Grantee’s participation therein (or in a substitute or alternative plan) on a basis
not materially less favorable, both in terms of the amount of compensation provided and the level
of the Grantee’s participation relative to other participants, than existed immediately prior to
the Change in Control; or (vi) the failure by the Company to continue to provide the Grantee with
benefits substantially similar to those enjoyed by the Grantee under any of the Company’s pension,
profit-sharing, life insurance, medical, health and accident, disability, or other employee benefit
plans in which the Grantee was participating immediately prior to the Change in Control; the
failure by the Company to continue to provide the Grantee any material fringe benefit or perquisite
enjoyed by the Grantee immediately prior to the Change in Control; or the failure by the Company to
provide the Grantee with the number of paid vacation days to which the Grantee is entitled in
accordance with the Company’s normal vacation policy in effect immediately prior to the Change in
Control.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant.
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WINDSTREAM CORPORATION
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By:
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Name:
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Title:
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The undersigned hereby acknowledges that a copy of the Plan, Plan Summary and Prospectus, and
the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) are
available for viewing on the Company’s intranet site at www.windstream.com. The Grantee hereby
consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to
contact
at
to request a paper copy of the Prospectus Information at no
charge. The Grantee represents that he or she is familiar with the terms and provisions of the
Prospectus Information and hereby accepts the award of Restricted Shares on the terms and
conditions set forth herein and in the Plan.
6
Exhibit 10.2
WINDSTREAM CORPORATION
2006 EQUITY INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT
[
OFFICERS – RESTRICTED STOCK
]
Summary of Restricted Share Grant
Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named
below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the
“Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted
Shares, on the Date of Grant set forth below:
Name of Grantee:
Number of Restricted Shares:
Date of Grant:
Terms of Agreement
1. Grant of Restricted Shares
. Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of Restricted Shares (the “Restricted Shares”) set forth above. The
Restricted Shares shall be fully paid and nonassessable.
2. Vesting of Restricted Shares
.
(a) The Restricted Shares shall vest and become nonforfeitable if the Grantee shall have
remained in the continuous employ of the Company or a Subsidiary through the vesting dates set
forth below with respect to the percentage of Restricted Shares set forth next to such date:
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Vesting Date
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(b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by
this Agreement shall immediately become vested and nonforfeitable if, during the vesting period,
the Grantee (i) dies or becomes permanently disabled (as determined by the Committee) while in the
employ of the Company or a Subsidiary, or (ii) the Grantee’s employment with the Company and its
Subsidiaries is terminated without Cause (as defined in Section 19), or the Grantee terminates his
employment with the Company or a Subsidiary for Good Reason (as defined in Section 19), in each
case within the two year period immediately following a Change in Control.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may,
in its sole discretion, accelerate the time at which the Restricted Shares become vested and
nonforfeitable on such terms and conditions as it deems appropriate.
3. Forfeiture of Shares
. The Restricted Shares that have not yet vested pursuant to Section 2
(including without limitation any cash dividends and non-cash proceeds related to the Restricted
Shares for which the record date occurs on or after the date of forfeiture) shall be forfeited
automatically without further action or notice if the Grantee ceases to be employed by the Company
or a Subsidiary other than as provided in Section 2(b). In the event of a forfeiture of the
Restricted Shares, the stock book entry account representing the Restricted Shares covered by this
Agreement shall be cancelled and all Restricted Shares shall be returned to the Company.
4. Transferability
. The Restricted Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the
Restricted Shares have become nonforfeitable as provided in Section 2. Any purported transfer or
encumbrance in violation of the provisions of this Section 4 shall be void, and the other party to
any such purported transaction shall not obtain any rights to or interest in such Restricted
Shares. The Committee, in its sole discretion, when and as is permitted by the Plan, may waive the
restrictions on transferability with respect to all or a portion of the Restricted Shares, provided
that any permitted transferee (other than the Company) shall remain subject to all the terms and
conditions applicable to the Restricted Shares prior to such transfer.
5. Dividend, Voting and Other Rights
. Except as otherwise provided herein, from and after the
Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the
Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends
that may be paid thereon (which such dividends shall be paid no later than the end of the calendar
year in which the dividends are paid to the holders of the Common Shares or, if later, the 15th day
of the third month following the date the dividends are paid to the holders of the Common Shares);
provided
,
however
, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or any other change
in the capital structure of the Company shall be considered Restricted Shares and shall be subject
to the same restrictions as the Restricted Shares covered by this Agreement. Any cash dividends
paid with respect to the Restricted Shares shall be reported on the Grantee’s annual wage and tax
statement (Form W-2) as compensation and shall be subject to all applicable tax withholdings as
provided in Section 10.
6. Custody of Restricted Shares
;
Stock Power.
Until the Restricted Shares have become vested
and nonforfeitable as provided in Section 2, the Restricted Shares shall be issued in book-entry
only form and shall not be represented by a certificate. The restrictions set forth in this
Agreement shall be reflected on the stock transfer records maintained by or on behalf of the
Company. By execution of this Agreement and effective until the Restricted Shares have become
vested and nonforfeitable as provided in Section 2, the Grantee hereby irrevocably constitute and
appoint Jeffery R. Gardner, Brent Whittington, or John P. Fletcher, or any of them,
attorneys-in-fact to transfer the Restricted Shares on the stock transfer records of the Company
with full
power of substitution. The Grantee agrees to take any and all other actions (including without
limitation executing, delivering, performing and filing such other agreements, instruments and
documents) as the Company may deem necessary or appropriate to carry out and give effect to the
provisions of this Agreement.
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7. Continuous Employment
. For purposes of this Agreement, the continuous employment of the
Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the
Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries,
by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of
absence approved by the Committee.
8. No Employment Contract
. Nothing contained in this Agreement shall confer upon the Grantee
any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit
or affect in any manner the right of the Company and its Subsidiaries to terminate the employment
or adjust the compensation of the Grantee.
9. Relation to Other Benefits
. Any economic or other benefit to the Grantee under this
Agreement or the Plan shall not be taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan
maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance
coverage available to any beneficiary under any life insurance plan covering employees of the
Company or a Subsidiary.
10. Taxes and Withholding
. The Grantee is responsible for any federal, state, local or other
taxes with respect to the Restricted Shares (including the grant, the vesting, the receipt of
Common Shares, the sale of Common Shares and the receipt of dividends, if any). The Company does
not guarantee any particular tax treatment or results in connection with the grant or vesting of
the Restricted Shares or the payment of dividends. If the Company or any Subsidiary is required to
withhold any federal, state, local or other taxes in connection with the delivery or vesting of the
Restricted Shares, the Grantee shall pay the tax or make provisions that are satisfactory to the
Company or such Subsidiary for the payment thereof. The Grantee may elect to satisfy all or any
portion of any such withholding obligation by surrendering to the Company or such Subsidiary a
portion of the Common Shares that become vested and nonforfeitable hereunder, and the Common Shares
so surrendered by the Grantee shall be credited against any such withholding obligation at the
Market Value per Share of such Common Shares on the date of such surrender.
11. Section
83(b)
Election Prohibited.
As a condition to receiving this award, the Grantee
acknowledges and agrees that he or she shall not file an election under Section 83(b) of the Code
with respect to all or any portion of the Restricted Shares.
12. Compliance with Law
. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws and listing requirements of the New York Stock
Exchange or any national securities exchange with respect to the Restricted Shares;
provided
,
however
, notwithstanding any other provision of this Agreement, the
Restricted Shares shall not be delivered or become vested if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.
13. Amendments
. Subject to the terms of the Plan, the Committee may modify this Agreement
upon written notice to the Grantee. Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is applicable hereto.
Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect
the rights of the Grantee under this Agreement without the Grantee’s consent.
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14. Severability
. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall
be deemed to be separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
15. Relation to Plan
. This Agreement is subject to the terms and conditions of the Plan.
This Agreement and the Plan contain the entire agreement and understanding of the parties with
respect to the subject matter contained in this Agreement, and supersede all prior written or oral
communications, representations and negotiations in respect thereto. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the
Plan. The Compensation Committee of the Board acting pursuant to the Plan, as constituted from
time to time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the Restricted Shares.
16. Successors and Assigns
. Without limiting Section 4, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of the Grantee, and the successors and assigns of the Company.
17. Governing Law
. The interpretation, performance, and enforcement of this Agreement shall
be governed by the laws of the State of Delaware, without giving effect to the principles of
conflict of laws thereof.
18. Electronic Delivery.
The Grantee hereby consents and agrees to electronic delivery of any
documents that the Company may elect to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports, and all other forms of communications) in connection with this and any other
award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the
Grantee by giving written notice to the Secretary of the Company, this consent shall be effective
for the duration of the Agreement. The Grantee also understands that he or she shall have the
right at any time to request that the Company deliver written copies of any and all materials
referred to above at no charge. The Grantee hereby consents to any and all procedures the Company
has established or may establish for an electronic signature system for delivery and acceptance of
any such documents that the Company may elect to deliver, and agrees that his or her electronic
signature is the same as, and shall have the same force and effect as, his or her manual signature.
The Grantee consents and agrees that any such procedures and delivery may be effected by a third
party engaged by the Company to provide administrative services related to the Plan.
19. Definitions
. Where used herein, the terms “Cause” and “Good Reason” shall have the
meanings given to such terms in the employment agreement or change in control agreement in effect
for the Grantee immediately prior to his termination of employment, or if none is in effect at that
time, such terms shall be defined as follows:
(a) “Cause” shall mean the occurrence of any one of the following: (i) the willful failure by
the Grantee substantially to perform the Grantee’s duties with the Company or a Subsidiary, other
than any failure resulting from the Grantee’s incapacity due to physical or mental illness, that
continues for at least 30 days after the Board delivers to the Grantee a written demand for
performance that identifies specifically and in detail the manner in which the Board
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believes that the Grantee willfully has failed substantially to perform the Grantee’s duties or
(ii) the willful engaging by the Grantee in misconduct that is demonstrably and materially
injurious to the Company or any Subsidiary, monetarily or otherwise. For purposes of this
definition, no act, or failure to act, on the Grantee’s part shall be deemed “willful” unless done,
or omitted to be done, by the Grantee not in good faith and without reasonable belief that the
Grantee’s act, or failure to act, was in the best interest of the Company and its Subsidiaries.
(b) “Good Reason” shall mean the occurrence, without the Grantee’s express written consent, of
any one of the following: (i) the assignment to the Grantee of any duties inconsistent with the
Grantee’s status as an executive officer of the Company or of a Subsidiary or a substantial adverse
alteration in the nature or status of the Grantee’s responsibilities from those in effect
immediately prior to the Change in Control; (ii) a reduction by the Company in the Grantee’s annual
base salary to any amount less than the Grantee’s annual base salary as in effect immediately prior
to the Change in Control; (iii) the relocation of the principal executive offices of the Company or
of a Subsidiary, as the case may be, to a location more than 35 miles from the location of such
offices immediately prior to the Change in Control or the Company’s requiring the Grantee to be
based anywhere other than the principal executive offices of the Company or of a Subsidiary as the
case may be, except for required business travel to an extent substantially consistent with the
Grantee’s business travel obligations immediately prior to the Change in Control; (iv) the
failure by the Company to pay to the Grantee any portion of the Grantee’s current compensation, or
to pay to the Grantee any deferred compensation under any deferred compensation program of the
Company, within five days after the date the compensation is due or to pay or reimburse the Grantee
for any expenses incurred by him for required business travel; (v) the failure by the Company to
continue in effect any compensation plan in which the Grantee participates immediately prior to the
Change in Control that is material to the Grantee’s total compensation, including but not limited
to, stock option, restricted stock, stock appreciation right, incentive compensation, bonus, and
other plans, unless an equitable alternative arrangement embodied in an ongoing substitute or
alternative plan has been made, or the failure by the Company to continue the Grantee’s
participation therein (or in a substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of compensation provided and the level of the Grantee’s
participation relative to other participants, than existed immediately prior to the Change in
Control; or (vi) the failure by the Company to continue to provide the Grantee with benefits
substantially similar to those enjoyed by the Grantee under any of the Company’s pension,
profit-sharing, life insurance, medical, health and accident, disability, or other employee benefit
plans in which the Grantee was participating immediately prior to the Change in Control; the
failure by the Company to continue to provide the Grantee any material fringe benefit or perquisite
enjoyed by the Grantee immediately prior to the Change in Control; or the failure by the Company to
provide the Grantee with the number of paid vacation days to which the Grantee is entitled in
accordance with the Company’s normal vacation policy in effect immediately prior to the Change in
Control.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant.
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WINDSTREAM CORPORATION
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By:
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Name:
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Title:
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The undersigned hereby acknowledges that a copy of the Plan, Plan Summary and Prospectus, and
the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) are
available for viewing on the Company’s intranet site at www.windstream.com. The Grantee hereby
consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to
contact
at
to request a paper copy of the Prospectus Information at no charge.
The Grantee represents that he or she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the award of Restricted Shares on the terms and conditions set forth
herein and in the Plan.
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Exhibit 10.3
WINDSTREAM CORPORATION
2006 EQUITY INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT
[
Non-Employee Directors
]
Summary of Restricted Share Grant
Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named
below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the
“Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted
Shares, on the Date of Grant set forth below:
Name of Grantee:
Number of Restricted Shares:
Date of Grant:
Terms of Agreement
1. Grant of Restricted Shares
. Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of Restricted Shares (the “Restricted Shares”) set forth above. The
Restricted Shares shall be fully paid and nonassessable.
2. Vesting of Restricted Shares
.
(a) The Restricted Shares shall vest and become nonforfeitable if the Grantee shall have
continued to serve on the Board for the period beginning on the date of Grant and ending
.
(b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by
this Agreement shall immediately become vested and nonforfeitable if, during the vesting period,
(i) the Grantee dies or becomes permanently disabled (as determined by the Committee) while serving
on the Board or (ii) a Change of Control occurs.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may,
in its sole discretion, accelerate the time at which the Restricted Shares become vested and
nonforfeitable on such terms and conditions as it deems appropriate.
3. Forfeiture of Shares
. The Restricted Shares that have not yet vested pursuant to Section 2
(including without limitation any cash dividends and non-cash proceeds related to the Restricted
Shares for which the record date occurs on or after the date of forfeiture) shall be forfeited
automatically without further action or notice if the Grantee ceases to be a Director other than as
provided in Section 2(b). In the event of a forfeiture of the Restricted Shares, the stock book
entry account representing the Restricted Shares covered by this Agreement shall be cancelled and
all Restricted Shares shall be returned to the Company.
4. Transferability
. The Restricted Shares may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company,
until the Restricted Shares have become nonforfeitable as provided in Section 2. Any purported
transfer or encumbrance in violation of the provisions of this Section 4 shall be void,
and the other party to any such purported transaction shall not obtain any rights to or interest in
such Restricted Shares. The Committee, in its sole discretion, when and as is permitted by the
Plan, may waive the restrictions on transferability with respect to all or a portion of the
Restricted Shares, provided that any permitted transferee (other than the Company) shall remain
subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.
5. Dividend, Voting and Other Rights
. Except as otherwise provided herein, from and after the
Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the
Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends
that may be paid thereon (which such dividends shall be paid no later than the end of the calendar
year in which the dividends are paid to the holders of the Common Shares or, if later, the 15th day
of the third month following the date the dividends are paid to the holders of the Common Shares);
provided
,
however
, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or any other change
in the capital structure of the Company shall be considered Restricted Shares and shall be subject
to the same restrictions as the Restricted Shares covered by this Agreement. Any cash dividends
paid with respect to the Restricted Shares shall be reported on the Grantee’s Form 1099 as
compensation.
6. Custody of Restricted Shares
;
Stock Power.
Until the Restricted Shares have become vested
and nonforfeitable as provided in Section 2, the Restricted Shares shall be issued in book-entry
only form and shall not be represented by a certificate. The restrictions set forth in this
Agreement shall be reflected on the stock transfer records maintained by or on behalf of the
Company. By execution of this Agreement and effective until the Restricted Shares have become
vested and nonforfeitable as provided in Section 2, the Grantee hereby irrevocably constitute and
appoint Jeffery R. Gardner, Brent Whittington, or John P. Fletcher, or any of them,
attorneys-in-fact to transfer the Restricted Shares on the stock transfer records of the Company
with full power of substitution. The Grantee agrees to take any and all other actions (including
without limitation executing, delivering, performing and filing such other agreements, instruments
and documents) as the Company may deem necessary or appropriate to carry out and give effect to the
provisions of this Agreement.
7. No Right to Reelection
. Nothing contained in this Agreement shall confer upon the Grantee
any right to be nominated for reelection by the Company’s stockholders, or any right to remain a
member of the Board for any period of time, or at any particular rate of compensation.
8. Taxes and Withholding
. The Grantee is responsible for any federal, state, local or other
taxes with respect to the Restricted Shares (including the grant, the vesting, the receipt of
Common Shares, the sale of Common Shares and the receipt of dividends, if any). The Company does
not guarantee any particular tax treatment or results in connection with the grant or vesting of
the Restricted Shares or the payment of dividends. If the Company or any Subsidiary is required to
withhold any federal, state, local or other taxes in connection with the delivery or vesting of the
Restricted Shares, the Grantee shall pay the tax or make provisions that
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are satisfactory to the Company or such Subsidiary for the payment thereof. The Grantee may
elect to satisfy all or any portion of any such withholding obligation by surrendering to the
Company or such Subsidiary a portion of the Common Shares that become vested and nonforfeitable
hereunder, and the Common Shares so surrendered by the Grantee shall be credited against any such
withholding obligation at the Market Value per Share of such Common Shares on the date of such
surrender.
9. Section
83(b)
Election Prohibited.
As a condition to receiving this award, the Grantee
acknowledges and agrees that he or she shall not file an election under Section 83(b) of the Code
with respect to all or any portion of the Restricted Shares.
10. Compliance with Law
. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws and listing requirements of the New York Stock
Exchange or any national securities exchange with respect to the Restricted Shares;
provided
,
however
, notwithstanding any other provision of this Agreement, the
Restricted Shares shall not be delivered or become vested if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.
11. Amendments
. Subject to the terms of the Plan, the Committee may modify this Agreement
upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment
to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the
Grantee under this Agreement without the Grantee’s consent.
12. Severability
. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall
be deemed to be separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
13. Relation to Plan
. This Agreement is subject to the terms and conditions of the Plan.
This Agreement and the Plan contain the entire agreement and understanding of the parties with
respect to the subject matter contained in this Agreement, and supersede all prior written or oral
communications, representations and negotiations in respect thereto. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the
Plan. The Compensation Committee of the Board acting pursuant to the Plan, as constituted from
time to time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the Restricted Shares.
14. Successors and Assigns
. Without limiting Section 4, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of the Grantee, and the successors and assigns of the Company.
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15. Governing Law
. The interpretation, performance, and enforcement of this Agreement shall
be governed by the laws of the State of Delaware, without giving effect to the principles of
conflict of laws thereof.
16. Electronic Delivery.
The Grantee hereby consents and agrees to electronic delivery of any
documents that the Company may elect to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports, and all other forms of communications) in connection with this and any other
award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the
Grantee by giving written notice to the Secretary of the Company, this consent shall be effective
for the duration of the Agreement. The Grantee also understands that he or she shall have the
right at any time to request that the Company deliver written copies of any and all materials
referred to above at no charge. The Grantee hereby consents to any and all procedures the Company
has established or may establish for an electronic signature system for delivery and acceptance of
any such documents that the Company may elect to deliver, and agrees that his or her electronic
signature is the same as, and shall have the same force and effect as, his or her manual signature.
The Grantee consents and agrees that any such procedures and delivery may be effected by a third
party engaged by the Company to provide administrative services related to the Plan.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant.
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WINDSTREAM CORPORATION
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By:
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Name:
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Title:
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The undersigned hereby acknowledges that a copy of the Plan, Plan Summary and Prospectus, and
the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) are
available for viewing on the Company’s intranet site at windstream.com. The Grantee hereby
consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to
contact
at
to request a paper copy of the Prospectus Information at no charge.
The Grantee represents that he or she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the award of Restricted Shares on the terms and conditions set forth
herein and in the Plan.
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