Windstream 2006 Annual Report Download - page 58

Employee shall be notified of his participation in the Plan as soon as practicable after approval of his
participation for any Plan Year (or portion thereof) for which his participation has been approved. An Eligible
Employee who is a Participant for a given Plan Year is neither guaranteed nor assured of being selected for
participation in any subsequent Plan Year.
b. Notwithstanding anything contained in Section IV(a) to the contrary, individuals who are Covered
Employees shall be designated by the Committee to participate in the Plan no later than 90 days following the
beginning of the Plan Year or before 25% of the Plan Year has elapsed, whichever is earlier.
c. Notwithstanding anything contained in this Section IV to the contrary, the individuals listed on
Exhibit A, and such other individuals as may be designated pursuant to this Section IV, shall participate in the
Plan for the Plan Year beginning on the day after the Effective Date and ending on December 31, 2006.
V. DETERMINATION OF AWARDS
a. The Committee shall establish the Performance Objectives and Payout Formulas for each
Participant during the first quarter of each Plan Year and notify each Participant in writing of his or her Payout
Formulas and Performance Objectives. In determining the applicable Payout Formulas or Performance
Objectives other than for the CEO, the Committee shall consider the recommendations of the CEO. The
Performance Objectives and Payout Formulas established by the Committee need not be uniform with respect to
any or all Participants. The Committee may also make Awards to newly hired or newly promoted executives
without compliance with such timing and other limitations as provided herein, which Awards may be based on
performance during less than the full Plan Year and may be pro-rated in the discretion of the Committee.
b. Participants must achieve the Performance Objectives established by the Committee in order to
receive an Award under the Plan. However, the Committee may determine that only the threshold level relating
to a Performance Objective must be achieved for Awards to be paid under the Plan. Similarly, the Committee
may establish a minimum threshold performance level, a maximum performance level, and one or more
intermediate performance levels or ranges, with target award levels or ranges that will correspond to the
respective performance levels or ranges included in the Payout Formula.
c. The Committee may establish multiple Performance Objectives with respect to a single Participant.
If more than one Performance Objective is selected by the Committee for a Plan Year, the Performance
Objectives will be weighted by the Committee to reflect their relative importance to the Company in the
applicable Plan Year. If the Committee establishes a threshold level of achievement with respect to multiple
Performance Objectives, Awards will be paid under the Plan upon achievement of threshold levels of one or
more of the specified Performance Objectives.
d. The Committee may in its sole discretion modify such Payout Formulas, Performance Objectives
or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate
and equitable (i) to reflect a change in the business, operations, corporate structure or capital structure of the
Company or its Subsidiaries, the manner in which it conducts its business, or other events or circumstances or
(ii) in the event that a Participant’s responsibilities materially change during a Plan Year or the Participant is
transferred to a position that is not designated or eligible to participate in the Plan.
e. Notwithstanding anything contained in this Section V to the contrary, the Committee shall
establish the Performance Objectives (including the relative weight of multiple Performance Objectives) and
Payout Formulas for each Covered Employee not later than 90 days following the beginning of the Plan Year or
before 25% of the Plan Year has elapsed, whichever is earlier. Furthermore, the Committee shall not modify the
Performance Objectives (including the relative weight of multiple Performance Objectives) and Payout Formulas
applicable to a Covered Employee to the extent that such action would result in the loss of the otherwise
available exemption of the Award under Section 162(m) of the Code.
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