Windstream 2006 Annual Report Download - page 56

h. “Covered Employee” shall mean a Participant who the Committee deems likely to have
compensation for the Plan Year which would be non-deductible by the Company under Section 162(m) of the
Code if the Company did not comply with the provisions of Section 162(m) of the Code and the regulations
thereunder with respect to such compensation.
i. “Disability” shall mean incapacity resulting in the Participant’s being unable to engage in gainful
employment at his usual occupation by reason of any medically demonstrable physical or mental condition,
excluding, however, incapacity contracted, suffered or incurred while the Participant was engaged in, or which
resulted from having engaged in, a felonious enterprise; incapacity resulting from or consisting of chronic
alcoholism or addiction to drugs or abuse; and incapacity resulting from an intentionally self-inflicted injury or
illness.
j. “Effective Date” shall mean the day after the Distribution Date as defined in the Employee
Benefits Agreement.
k. “Eligible Employee” shall mean any officer or key management employee of the Company or a
Subsidiary who is a regular full-time employee of the Company or a Subsidiary. A director of the Company or a
Subsidiary is not an Eligible Employee unless he is also a regular full-time salaried employee of the Company or
a Subsidiary. A “full-time” employee means any employee who is customarily employed more than 20 hours per
week and at least six months per year.
l. “Participant” shall mean any Eligible Employee who is approved by the Committee for
participation in the Plan for the Plan Year with respect to which an Award may be made and which has not been
paid, forfeited or otherwise terminated or satisfied under the Plan.
m. “Payout Formula” shall mean the formula established by the Committee for determining Awards
for a Plan Year based on the level of achievement of the Performance Objectives for the Plan Year.
n. “Performance Objectives” means the measurable performance objective or objectives established
pursuant to the Plan for Participants. Performance Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary,
division, department, region or function within the Company or Subsidiary in which the Participant is employed.
The Performance Objectives may be made relative to the performance of other corporations. The Performance
Objectives applicable to any Award to a Covered Employee that is intended to qualify for the performance-based
compensation exception to Section 162(m) of the Code shall be based on specified levels of growth in one or
more of the following criteria: revenues, weighted average revenue per unit, earnings from operations, operating
income, earnings before or after interest and taxes, operating income before or after interest and taxes, net
income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total capital, return
on invested capital, return on equity, return on assets, total return to stockholders, earnings before or after
interest, taxes, depreciation, amortization or extraordinary or special items, operating income before or after
interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash flow,
cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of
cost of capital, operating margin, profit margin, contribution margin, stock price and/or strategic business criteria
consisting of one or more objectives based on meeting specified product development, strategic partnering,
research and development, market penetration, geographic business expansion goals, cost targets, customer
satisfaction, gross or net additional customers, average customer life, employee satisfaction, management of
employment practices and employee benefits, supervision of litigation and information technology, and goals
relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Performance Objectives may
be stated as a combination of the listed factors.
o. “Plan” shall mean the ALLTEL Holding Corp. Performance Incentive Compensation Plan, as set
forth in this instrument, as amended from time to time.
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