exv10w2



 





Exhibit
10.2


WINDSTREAM CORPORATION

2006 EQUITY INCENTIVE PLAN




RESTRICTED SHARES AGREEMENT

(CHAIRMAN)




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:

	 	Francis X. Frantz
	 
	 	 
	     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 service 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:



	 	 	 	 	 
	 	 	Percentage of Restricted	 
	 	 	Shares Vesting on such	 
	Vesting Date1	 	Vesting Date	 
	 

	 	 	 	 
	August 1, 2007
	 	 	1/3	 
	August 1, 2008
	 	 	1/3	 
	August 1, 2009
	 	 	1/3	 








 




			
	1	 	Note that the one-time grant will cliff vest
on August 1, 2009.




 









 










          (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
service of the Company or a Subsidiary, or (ii) a Change in 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.



          (d) For purposes of this Agreement, the Grantee shall be deemed to have remained in the
continuous service of the Company and its Subsidiaries until the last to occur of (i) his
termination of employment with the Company and its Subsidiaries, or (ii) he ceases to be a
Director.



     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 remain in the continuous
service of 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




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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 Service. For purposes of this Agreement, the continuous service 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 provide services to the Company and its Subsidiaries, by
reason of the transfer of his service among the Company and its Subsidiaries or a leave of absence
approved by the Committee.



     8. No Service Contract. Nothing contained in this Agreement shall confer upon the Grantee any
right with respect to continuance of service by the Company and its Subsidiaries, nor limit or
affect in any manner the right of the Company and its Subsidiaries to terminate the service or
adjust the compensation of the Grantee. Without limiting the generality of the foregoing, 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.



     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



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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.



     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



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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.



	 	 	 	 	 
	 	 	WINDSTREAM CORPORATION
	 
	 	 	 	 
	 

	 	By:

	 

	 	Name:	 	 
	 

	 	Title:	 	 






     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 ______. 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.



	 	 	 	 	 
	 	 	 
	 

	 	Grantee
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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