Windstream 2011 Annual Report Download - page 47

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.
Certification. Promptly following the end of each plan year, the Compensation Committee will meet to
certify achievement of the performance objectives for such year, and if such performance objectives have been
achieved, approve actual awards under the Plan pursuant to the payout formulas. Such certification with respect
to “covered employee” (as defined above) shall be documented in writing and satisfy the requirements under
Section 162(m) prior to the payout of such award.
Payment. Awards shall be paid as soon as practicable after the close of the Plan year, but in no event later
than March 15 of the calendar year immediately following the end of that Plan year.
If a participant’s employment with Windstream and its subsidiaries is terminated before the last day of a
plan year due to disability, death, or retirement (as defined in the Plan), 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, however, a participant’s employment terminates before the
last day of a plan year for any other reason, then, unless otherwise determined by the Compensation Committee,
such participant shall not be entitled to receive payment of the award.
The Compensation Committee may, in its sole discretion, (i) eliminate or reduce the amount of any award
payable to any participant, and (ii) except in the case of a “covered employee”, increase the amount of any award
payable to any participant to recognize his or her individual performance or in other circumstances deemed
appropriate by the Compensation Committee.
Notwithstanding any other provision of the Plan, any payment made to an eligible executive pursuant to
the Plan may be subject to repayment to Windstream pursuant to any compensation recovery policy that may be
maintained by Windstream (including the Windstream Clawback Policy or any compensation recovery policy
adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act) or pursuant to applicable
law.
Amendments, Etc. 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, beneficiary or other person. However, no such action shall adversely affect the payment of any
amount for a plan year ending prior to the action of the Board.
The Plan is intended to qualify for the performance-based compensation exception of Section 162(m) and
the short-term deferral exception of Section 409A of the Internal Revenue Code. The Plan and any awards shall
be administrated in a manner consistent with this intent, and any provision that would cause the Plan or any
award 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 Windstream without the consent of any participant, eligible
employee, beneficiary or other person).
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