Windstream 2011 Annual Report Download - page 63

APPENDIX A
WINDSTREAM CORPORATION
PERFORMANCE INCENTIVE COMPENSATION PLAN
I. PURPOSE
The purpose of the Windstream Corporation Performance Incentive Compensation Plan (the “Plan”) is to
advance the interests of Windstream Corporation (the “Company”) by strengthening, through the payment of
incentive awards, the linkage between executives of the Company and stockholders of the Company, the
decision-making focus of executives of the Company upon improving stockholder wealth, and the ability of the
Company to attract and retain those key employees upon whose judgment, initiative, and efforts the successful
growth and profitability of the Company depends.
II. DEFINITIONS
a. “Award” shall mean a cash award granted under the Plan to a Participant by the Committee pursuant to
such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish.
b. “Beneficiary” shall mean the beneficiary or beneficiaries designated in accordance with Section XII to
receive any amount payable under the Plan after the death of a Participant.
c. “Board” shall mean the Board of Directors of the Company.
d. “CEO” shall mean the Chief Executive Officer of the Company.
e. “Code” shall mean the Internal Revenue Code of 1986, as amended.
f. “Committee” shall mean the Compensation Committee of the Board (or subcommittee thereof),
consisting of not less than two Board members each of whom shall be (i) a “non-employee director” as defined in
Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (ii) an “outside director” as defined in the
regulations under Section 162(m) of the Code.
g. “Company” shall mean Windstream Corporation, a Delaware corporation, its successors and survivors
resulting from any merger or acquisition of Windstream Corporation with or by any other corporation or other
entity or enterprise.
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. “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.
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