Windstream 2006 Annual Report Download - page 59

f. Notwithstanding any other provision of the Plan to the contrary, in no event shall an Award paid to
any Participant for a Plan Year exceed $7,000,000.
VI. CERTIFICATION OF ACHIEVEMENT
a. Promptly following the end of each Plan Year, the Committee shall meet to certify achievement of
the Performance Objectives for the applicable Plan Year and, if such Performance Objectives have been
achieved, to review management recommendations and approve actual Awards under the Plan pursuant to the
applicable Payout Formulas. Such certification of achievement of the Performance Objectives of a Covered
Employee shall be documented in writing (and otherwise conform to the requirements of applicable regulations
under Section 162(m) of the Code) prior to the payout of such Award to a Covered Employee.
b. If a Participant’s employment with the Company and its Subsidiaries is terminated before the last
day of a Plan Year due to Disability, death, or Retirement, the Participant’s Award shall be pro-rated on the basis
of the ratio of the number of days of participation during the Plan Year to which the Award relates to the
aggregate number of days in such Plan Year. If a Participant’s employment with the Company and its
Subsidiaries is terminated before the last day of a Plan Year for any other reason, then, unless otherwise
determined by the Committee, such Participant shall become ineligible to participate in the Plan and shall not
receive payment of any Award for any Plan Year that has not ended prior to the Participant’s termination of
employment.
c. Notwithstanding any contrary provision of this Plan, the Committee in its sole discretion may
(i) eliminate or reduce the amount of any Award payable to any Participant below that which otherwise would be
payable under the Payout Formula, and (ii) except in the case of a Covered Employee, increase the amount of any
Award payable to any Participant above that which otherwise would be payable under the Payout Formula to
recognize a Participant’s individual performance or in other circumstances deemed appropriate by the
Committee.
VII. PAYMENT OF AWARDS
Subject to Section VI hereof, Awards shall be paid as soon as practicable after the close of the Plan
Year, but in no event later than 75 days after the end of the Plan Year to which the Awards relate.
Notwithstanding the foregoing, the Committee may, in its sole discretion and upon such terms and conditions as
it may establish, direct that payments to the Participants (other than Covered Employees) be made during
December of the Plan Year in the amount of all or any portion specified by the Committee of the estimated
Award for that Plan Year, subject to adjustment as soon as practicable after the end of the Plan Year and the
determination of the exact amount of the Award therefor.
VIII. AMENDMENT AND TERMINATION OF PLAN
a. The Board reserves the right, at any time, to amend, suspend or terminate the Plan, in whole or in
part, in any manner, and for any reason, and without the consent of any Participant, Eligible Employee or
Beneficiary or other person; provided, that no such amendment, suspension or termination shall adversely affect
the payment of any amount for a Plan Year ending prior to the action of the Board amending, suspending or
terminating the Plan.
b. It is the intention of the Company that the Plan qualify for the performance-based compensation
exception of Section 162(m) of the Code and the short-term deferral exception of Section 409A of the Code. The
Plan and any Awards hereunder shall be administrated in a manner consistent with this intent, and any provision
that would cause the Plan or any Awards hereunder to fail to satisfy either such exception shall have no force and
effect until amended to so comply (which amendment may be retroactive and may be made by the Company
without the consent of any Participant, Eligible Employee or Beneficiary or other person).
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