As filed with the Securities and Exchange Commission on August 8, 2017.

Registration No. 333‑_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WINDSTREAM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
46-2847717
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
4001 Rodney Parham Road, Little Rock, Arkansas
 
72212
(Address of Principal Executive Offices)
 
(Zip Code)
Inducement Restricted Shares Agreements
(Full title of the plan)

Kristi Moody, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Windstream Holdings, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212
(Name and address of agent for service)

(501) 748-7000
(Telephone number, including area code, of agent for service)

Copies to :
Geoffrey D. Neal
Kutak Rock LLP
124 West Capitol Ave., Suite 2000
Little Rock, Arkansas 72201
(501) 975-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
 
Accelerated filer
¨
Non-accelerated filer
 
¨
(Do not check if a smaller reporting company)
 
Smaller reporting company
¨
 
 
 
 
 
Emerging growth company
¨
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨






CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
Proposed maximum offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock,
$0.0001 Par Value
1,061,323 (1)
$2.20 (2)
$2,334,910.60 (2)
$271 (2)(3)
(1)
Represents the number of shares of common stock, par value $0.0001 per share (“Common Stock”), of Windstream Holdings Inc. (the “Registrant”) to be issued to certain individuals under Inducement Restricted Shares Agreements between the Registrant and such individuals, as a material inducement to their acceptance of employment with the Registrant, in accordance with NASDAQ Listing Rule 5635(c)(4).
(2)
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of $2.20 per share, the average of the high and low sales prices of the shares of the Common Stock as reported on the NASDAQ Global Select Market on August 7, 2017.
(3)
Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.0001159 by the proposed maximum aggregate offering price.






EXPLANATORY NOTE

The undersigned registrant, Windstream Holdings, Inc. (the “Registrant”), hereby files this Registration Statement on Form S-8 (this “Registration Statement”) to register 1,061,323 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Registrant to be issued pursuant to separate Inducement Restricted Shares Agreements between the Registrant and six individuals as a material inducement to their employment with the Company (the “Agreements”). These awards evidenced by the Agreements were issued as “inducement grants” under NASDAQ Listing Rule 5635(c)(4) and, as such, were not granted pursuant to any of the Registrant’s employee benefit plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information required in Part I of Form S-8 will be sent or given to employees that received the Agreements as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference.

(a)
The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 1, 2017;

(b)
The Registrant’s quarterly reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, filed with the Commission on May 8, 2017 and August 3, 2017, respectively;

(c)
The Registrant’s current reports on Form 8-K or Form 8-K/A, as applicable, filed with the Commission on February 17, 2017, February 24, 2017, February 27, 2017, March 1, 2017, March 2, 2017, April 17, 2017, May 30, 2017, and July 28, 2017; and

(d)
The description of the Registrant’s Common Stock contained in the Form 8-A, filed with the Commission on December 8, 2009, pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), as modified by the Registrant's Current Reports on Form 8-K or Form 8-K/A, as applicable, filed with the Commission on February 19, 2010, February 14, 2014, April 27, 2015, September 18, 2015, November 19, 2015, November 10, 2016, February 27, 2017 and March 1, 2017, and including any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any statement modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.





Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. As permitted by the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation eliminates, to the fullest extent permitted by the DGCL, the personal liability of its directors for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize further elimination or limiting of directors’ personal liability, then the Registrant’s Amended and Restated Certificate of Incorporation provides that the personal liability of directors will be eliminated or limited to the fullest extent provided under the DGCL.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding-other than an action by or in the right of the corporation-by reason of the fact that the person is or was a director, officer, agent, or employee of the corporation, or is or was serving at the corporation’s request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (b) if such person acting in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well but only to the extent of defense expenses, including attorneys’ fees but excluding amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to the corporation, unless the court believes that in light of all the circumstances indemnification should apply. The DGCL requires a corporation to indemnify a director or officer to the extent that the director or officer has been successful, on the merits or otherwise, in defense of any action, suit or proceeding for which indemnification is lawful.

As permitted by the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation provides that (a) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL, subject to certain very limited exceptions, (b) the Registrant may indemnify its other employees and agents as set forth in the DGCL, (c) the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to certain conditions and (d) the rights conferred by the Amended and Restated Certificate of Incorporation are not exclusive.
 
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above. The Registrant maintains a director and officer insurance policy which insures the directors and officers of the Registrant against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as directors and officers.

In addition, the Registrant has entered into separate indemnification agreements with certain of its current and former directors and executive officers. The indemnification agreements provide generally that the Registrant will indemnify and advance expenses to the fullest extent permitted by applicable law. Each director and executive officer party to an indemnification agreement is entitled to be indemnified against all expenses, judgments, penalties and amounts paid in settlement actually and reasonably incurred.

Item 7. Exemption from Registration Claimed.

Not applicable.





Item 8. Exhibits.

See attached Exhibit Index following the signature page, which is incorporated herein by reference.

Item 9. Undertakings.

(a)    The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on August 8, 2017.

 
 
WINDSTREAM HOLDINGS, INC.
 
 
By:
/s/ Tony Thomas
Name:
Tony Thomas
Title:
President and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
 
 
 
 
 
/s/ Tony Thomas
 
President, Chief Executive Officer and
 
August 8, 2017
Tony Thomas
 
Director (Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Robert E. Gunderman
 
Chief Financial Officer
 
August 8, 2017
Robert E. Gunderman
 
(Principal Financial Officer)
 
 
 
 
 
 
 
/s/ John Eichler
 
Vice President and Controller
 
August 8, 2017
John Eichler
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Alan L. Wells*
 
Chair, Director
 
August 8, 2017
Alan L. Wells
 
 
 
 
 
 
 
 
 
/s/ Carol B. Armitage*
 
Director
 
August 8, 2017
Carol B. Armitage
 
 
 
 
 
 
 
 
 
/s/ Samuel E. Beall III*
 
Director
 
August 8, 2017
Samuel E. Beall III
 
 
 
 
 
 
 
 
 
/s/ Jeannie Diefenderfer*
 
Director
 
August 8, 2017
Jeannie Diefenderfer
 
 
 
 
 
 
 
 
 
/s/ Jeffrey T. Hinson*
 
Director
 
August 8, 2017
Jeffrey T. Hinson
 
 
 
 
 
 
 
 
 
/s/ William G. LaPerch*
 
Director
 
August 8, 2017
William G. LaPerch
 
 
 
 
 
 
 
 
 
/s/ Larry Laque*
 
Director
 
August 8, 2017
Larry Laque
 
 
 
 
 
 
 
 
 




/s/ Julie Shimer*
 
Director
 
August 8, 2017
Julie Shimer
 
 
 
 
 
 
 
 
 
/s/ Mark Stoll*
 
Director
 
August 8, 2017
Mark Stoll
 
 
 
 
 
 
 
 
 
/s/ Michael G. Stoltz*
 
Director
 
August 8, 2017
Michael G. Stoltz
 
 
 
 
 
 
 
 
 
/s/ Walter Turek*
 
Director
 
August 8, 2017
Walter Turek
 
 
 
 

*By:
/s/ Kristi M. Moody
 
Kristi M. Moody, Attorney-in-Fact





EXHIBIT INDEX
The exhibits filed as a part of this registration statement are listed below:
Number
Exhibit
 
 
4.1
Amended and Restated Certificate of Incorporation of Windstream Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed August 30, 2013)
 
 
4.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Windstream Holdings Inc., effective as of April 26, 2015 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 27, 2015)
 
 
4.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Windstream Holdings Inc., effective as of February 24, 2017 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2017, as amended)
 
 
4.4
Certificate of Designations of Series A Participating Preferred Stock of Windstream Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 18, 2015)
 
 
4.5
Third Amended and Restated Bylaws of Windstream Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 19, 2015)
 
 
5.1*
Opinion of Kutak Rock LLP
 
 
23.1*
Consent of Kutak Rock LLP (contained in its opinion filed as Exhibit 5.1)
 
 
23.2*
Consent of PricewaterhouseCoopers LLP
 
 
24.1*
Powers of Attorney
 
 
99.1*
Form of Inducement Restricted Shares Agreement
__________________
* Filed herewith







Exhibit 5.1
OPINION OF KUTAK ROCK LLP
August 8, 2017

Windstream Holdings, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212

Ladies and Gentlemen:

We are acting as counsel to Windstream Holdings, Inc., a Delaware corporation (the “ Company ”), in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the “ Registration Statement ”) of up to 1,061,323 shares (the “ Shares ”) of Common Stock, par value $0.0001 per share, of the Company issuable to certain individuals under Inducement Restricted Shares Agreement (the “ Agreements ”).

We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, we are of the opinion that the Shares to be offered and sold, when issued and delivered in accordance with the terms and provisions of the Agreements, against receipt of the consideration provided for therein, will be validly issued, fully paid, and nonassessable.
In rendering this opinion, we have (i) assumed and have not independently verified (a) the due authorization, execution and delivery of the Agreements, (b) that all signatures on all certificates and other documents examined by us are genuine, that all natural persons who affixed such signatures had the legal capacity to do so, and that, where any such signature purports to have been made in a corporate, governmental or other capacity, the person who affixed such signature to such certificate or other document had authority to do so, and (c) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, and (ii) as to certain factual matters, relied upon certificates and statements of public officials and of the Company and its officers and have not independently checked or verified the accuracy of the factual statements contained therein. In addition, our examination of matters of law has been limited to the General Corporation Law of the State of Delaware and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws and the federal laws of the United States of America and reported judicial decisions interpreting such laws, in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is furnished to you in connection with the filing of the Registration Statement.
Sincerely,

/s/ Kutak Rock LLP





Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Windstream Holdings, Inc. of our report dated March 1, 2017, relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Windstream Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Little Rock, Arkansas
August 8, 2017





Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Carol B. Armitage
Name:
Carol B. Armitage






POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Samuel E. Beall III
Name:
Samuel E. Beall III







POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Jeannie Diefenderfer
Name:
Jeannie Diefenderfer





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Jeffrey T. Hinson
Name:
Jeffrey T. Hinson





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ William G. LaPerch
Name:
William G. LaPerch





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Larry Laque
Name:
Larry Laque





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 2, 2017.

Signed:
/s/ Julie Shimer
Name:
Julie Shimer





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Marc Stoll
Name:
Marc Stoll





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Michael G. Stoltz
Name:
Michael G. Stoltz





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Walter Turek
Name:
Walter Turek





POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Tony Thomas, Robert E. Gunderman, and Kristi Moody, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned's name, place and stead and in any and all capacities, to sign and affix the undersigned's name as such director of Windstream Holdings, Inc. (the "Company") to one or more Registration Statements on Form S-8 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, related to the issuance of certain equity grants to certain individuals as inducement to join the Company, or one of its subsidiaries, as employees and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this power of attorney as of August 8, 2017.

Signed:
/s/ Alan L. Wells
Name:
Alan L. Wells





Exhibit 99.1
WINDSTREAM HOLDINGS, INC.
INDUCEMENT RESTRICTED SHARES AGREEMENT
Summary of Inducement Restricted Shares Grant
As an inducement material to the decision by the holder listed below (the “Grantee”) to accept employment with Windstream Holdings, Inc., a Delaware corporation (the “Company”), the Company hereby grants to the Grantee named below, the following number of Restricted Shares, on the Date of Grant set forth below:
Name of Grantee:    
Number of Restricted Shares:
Date of Grant:
This grant is subject to all of the terms and conditions set forth in this Inducement Restricted Shares Agreement (this “Agreement”). This grant is made and granted as a stand-alone award and is not granted under or pursuant to the Company’s 2006 Equity Incentive Plan, as amended and restated effective February 12, 2014 (the “Plan”). However, unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Terms of Agreement
1. Grant of Restricted Shares . Subject to and upon the terms, conditions and restrictions set forth in this Agreement, the Company hereby grants to the Grantee as of the Date of Grant, the total number of Restricted Shares set forth above. The Restricted Shares shall be fully paid and nonassessable.
 
2. Inducement Grant. The Restricted Shares granted by this Agreement are granted as a stand-alone inducement grant, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, conditions and definitions set forth in the Plan shall apply to the Restricted Shares as though the Restricted Shares had been granted under the Plan (including, but not limited to, the adjustment provision contained in Section 12 of the Plan), and the Restricted Shares shall be subject to such terms, conditions and definitions, which are hereby incorporated into this Agreement by reference; provided that, for the avoidance of doubt, the Restricted Shares granted by this Agreement shall not reduce and shall have no impact on the number of shares available for grant under the Plan. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of this Agreement shall govern. The Restricted Shares are intended to constitute an “employment inducement grant” under NASDAQ Listing Rule 5635(c)(4), and are intended to be exempt from the NASDAQ rules regarding shareholder approval. This Agreement and the terms and conditions of the Restricted Shares shall be interpreted in accordance and consistent with such exemption.

3. Vesting of Restricted Shares .
 
(a)    The Restricted Shares shall become vested and nonforfeitable (“Vested”) 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:
Vesting Date
Percentage of Restricted Shares Vesting on such
Vesting Date
 
 
 
 
 
 





(b)    Notwithstanding the provisions of Section 3(a), all of the Restricted Shares shall immediately become Vested if, during the vesting period, (i) the Grantee dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or any Subsidiary, [(ii) the Grantee's employment with the Company or any Subsidiary is terminated without Cause (as defined in Section 20),] or (iii) the Grantee's employment with the Company or any Subsidiary is terminated without Cause, or the Grantee terminates his employment with the Company or any Subsidiary for Good Reason (as defined in Section 20), in either 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.
4. Forfeiture of Shares . The Restricted Shares that have not yet Vested pursuant to Section 3 (including without limitation any cash dividends or distributions and any 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 any Subsidiary, other than as provided in Section 3(b). In the event of a forfeiture of the Restricted Shares covered by this Agreement, the stock book entry account representing the Restricted Shares shall be cancelled and all Restricted Shares shall be returned to the Company.
 
5. 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 3. Any purported transfer or encumbrance in violation of the provisions of this Section 5 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 Agreement, 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.

6. 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 11.
 
7. Custody of Restricted Shares; Stock Power . Until the Restricted Shares have become Vested as provided in Section 3, 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 as provided in Section 3, the Grantee hereby irrevocably constitutes and appoints Anthony W. Thomas, Robert E. Gunderman or Kristi M. Moody, 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.

8. 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 employed, by reason of the transfer of his employment among the Company and its Subsidiaries, or a leave of absence approved by the Committee.

9. No Employment Contract; Disclaimer . Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries or 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, in each case with or without cause. By acceptance of this Agreement, the Grantee acknowledges and agrees that neither this Agreement, nor any other agreement awarded prior to the date hereof under any equity compensation plan of the Company or its Subsidiaries, has created or shall create, or be deemed or construed to create or have created, (i) a contractual, equitable, or other right to receive future grants of equity awards, or other benefits in lieu of equity awards, or (ii) a fiduciary duty or other comparable duty of trust or confidence




owed to the Grantee (or any successor, assign, affiliate or family member of the Grantee) by the Company or its affiliates and their respective officers, directors, employees, agents or contractors.

10. Relation to Other Benefits . Any economic or other benefit to the Grantee under this Agreement 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.
 
11. 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 or distributions, 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 or distributions. 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 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 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.

12. 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.

13. Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements of NASDAQ 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.

14. Amendments . 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 regarding Restricted Shares without the Grantee’s consent.

15. 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.

16. Entire Agreement . This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersedes all prior written or oral communications, representations and negotiations in respect thereto. The Committee 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.

17. Successors and Assigns . Without limiting Section 5, 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.

18. 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.

19. 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 Agreement. 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 this Agreement.
 




20. Definitions . Capitalized terms used herein, which are not defined elsewhere in the Agreement, shall have the meanings assigned to such terms in this Section 20.

(a)    If applicable, 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/her termination of employment. If the Grantee is not subject to an employment agreement or a change in control agreement the following definitions will apply:
(i)     “Cause” shall mean the occurrence of any one of the following: (i) the Grantee's repeated failure or refusal to perform the duties or render the services reasonably assigned to the Grantee by the Company or any Subsidiary from time-to-time, other than resulting from the Grantee's incapacity due to physical or mental illness; (ii) an act of fraud, dishonesty or gross or willful misconduct by the Grantee; (iii) the Grantee’s conviction of, or plea of nolo contendere to, a felony or a crime involving dishonesty; or (iv) the Grantee's violation of the Working With Integrity guidelines/Ethics Policy or other policies of the Company or any Subsidiary that apply to the Grantee, including without limitation policies regarding harassment, drugs or alcohol, in each case as amended from time-to-time.
(ii)     “Good Reason” shall mean without the Grantee's express written consent, the Company or any Subsidiary requires the Grantee's employment to be based at a location more than 35 miles from the location of the Grantee's employment immediately prior to the Change in Control, except for required business travel to an extent substantially consistent with the Grantee's business travel obligations immediately prior to the Change in Control.
“Committee” means the Compensation Committee of the Board of Directors of the Company, as constituted from time to time.
“Restricted Shares” means Common Shares granted pursuant to Section 3 of this Agreement as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 5 has expired.
The Company has caused this Agreement to be executed on its behalf by its duly authorized officer as of the Date of Grant.
 
 
WINDSTREAM HOLDINGS, INC.
 
 
By:
Anthony W. Thomas
Title:
President and CEO

By clicking the [I Accept] button, the Grantee hereby acknowledges that a copy of the Prospectus related to the Restricted Shares, the Plan and the Company’s most recent Annual Report and Proxy Statement (the "Prospectus Information") are available for viewing at www.benefits.ml.com and www.windstream.com . The Grantee hereby consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact Susan Carson at 501-748-6462 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. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you click the [I Accept] button.