Windstream 2006 Annual Report Download - page 57

p. “Plan Year” shall mean (i) the period beginning on the Effective Date and ending on
December 31, 2006 and (ii) for each period beginning after December 31, 2006, the Company’s fiscal year for
tax and financial reporting purposes, or such other period as determined by the Committee in its discretion, to be
used to measure actual performance against Performance Objectives and to determine the amount of Awards for
Participants.
q. “Retirement” shall mean the Participant’s termination of employment with the Company and/or
all Subsidiaries for any reason other than death after either: (i) attaining age fifty-five and completing twenty
(20) or more “Vesting Years of Service”; (ii) attaining age sixty (60) and completing fifteen (15) or more
“Vesting Years of Service”; or (iii) satisfying the conditions specified for eligibility for “retirement” under a
written employment contract between the Participant and the Company and/or a Subsidiary. For purposes of the
immediately preceding sentence, “Vesting Years of Service” shall have the meaning given it under the terms of
the ALLTEL Holding Corp. Pension Plan.
r. “Subsidiary” shall mean a corporation of which fifty percent (50%) or more of the issued and
outstanding voting stock is owned (directly or indirectly) by the Company.
III. ADMINISTRATION
a. Administration of the Plan shall be by the Committee, which shall, in applying and interpreting the
provisions of the Plan, have full power and authority to construe, interpret and carry out the provisions of the
Plan. All decisions, interpretations and actions of the Committee under the Plan shall be at the Committee’s sole
and absolute discretion and shall be final, conclusive and binding upon all parties. The generality of the
provisions of the immediately preceding sentence shall not be deemed to be limited by any reference to the
Committee’s discretion in any other provision of the Plan. The Committee may delegate to the CEO or other
officers, subject to such terms as the Committee shall determine, authority to perform certain functions, including
administrative functions, except that the Committee shall retain exclusive authority to determine matters relating
to Awards to the CEO and other individuals who are Covered Employees. In the event of such delegation, all
references to the Committee in this Plan shall be deemed references to such officers as it relates to those aspects
of the Plan that have been delegated.
b. No member of the Committee shall be jointly or severally liable by reason of any contract or other
instrument executed by him or on his behalf in his capacity as a member of the Committee, nor for any mistake
of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other officer, employee and director of the Company to whom any duty or act relating to the
administration of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of the claim with the approval of the Board) arising out of any act
or omission to act in connection with the Plan, unless arising out of such person’s or persons’ own fraud or bad
faith.
c. The existence of this Plan or any Award or other right granted hereunder will not affect the
authority of the Company or the Committee to take any other action, including in respect of the grant or award of
any annual or long-term bonus or other right or benefit, whether or not authorized by this Plan, subject only to
limitations imposed by applicable law.
IV. ELIGIBILITY FOR PARTICIPATION
a. As soon as practicable after the beginning of each Plan Year, the Committee shall designate those
Eligible Employees who shall participate in the Plan for the current Plan Year (or, if a person becomes an
Eligible Employee after the beginning of the Plan Year, he shall be designated as a Participant as soon as
practicable after he becomes an Eligible Employee). In determining which Eligible Employees shall participate
for any given Plan Year, the Committee shall consider the recommendations of the CEO. Each Eligible
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