Windstream 2011 Annual Report Download - page 64

k. “Participant” shall mean any Eligible Employee who is approved by the Committee for participation
in the Plan for the Plan Year with respect to which an Award may be made and which has not been paid, forfeited
or otherwise terminated or satisfied under the Plan.
l. “Payout Formula” shall mean the formula established by the Committee for determining Awards for a
Plan Year based on the level of achievement of the Performance Objectives for the Plan Year.
m. “Performance Objectives” means the measurable performance objective or objectives established
pursuant to the Plan for Participants. Performance Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary,
division, department, region or function within the Company or Subsidiary in which the Participant is employed.
The Performance Objectives may be made relative to the performance of other corporations. The Performance
Objectives applicable to any Award to a Covered Employee that is intended to qualify for the performance-based
compensation exception to Section 162(m) of the Code shall be based on specified levels of growth in one or
more of the following criteria: revenues, weighted average 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.
n. “Plan” shall mean the Windstream Corporation Performance Incentive Compensation Plan, as set forth
in this instrument, as amended from time to time.
o. “Plan Year” shall mean 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.
p. “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
Windstream Pension Plan.
q. “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
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