Windstream 2011 Annual Report Download - page 65

and absolute discretion and shall be final, conclusive and binding upon all parties. The generality of the
provisions of the immediately preceding sentence shall not be deemed to be limited by any reference to the
Committee’s discretion in any other provision of the Plan. The Committee may delegate to the CEO or other
officers, subject to such terms as the Committee shall determine, authority to perform certain functions, including
administrative functions, except that the Committee shall retain exclusive authority to determine matters relating
to Awards to the CEO and other individuals who are Covered Employees. In the event of such delegation, all
references to the Committee in this Plan shall be deemed references to such officers as it relates to those aspects
of the Plan that have been delegated.
b. No member of the Committee shall be jointly or severally liable by reason of any contract or other
instrument executed by him or on his behalf in his capacity as a member of the Committee, nor for any mistake
of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other officer, employee and director of the Company to whom any duty or act relating to the
administration of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of the claim with the approval of the Board) arising out of any act
or omission to act in connection with the Plan, unless arising out of such person’s or persons’ own fraud or bad
faith.
c. The existence of this Plan or any Award or other right granted hereunder will not affect the authority of
the Company or the Committee to take any other action, including in respect of the grant or award of any annual
or long-term bonus or other right or benefit, whether or not authorized by this Plan, subject only to limitations
imposed by applicable law.
IV. ELIGIBILITY FOR PARTICIPATION
a. As soon as practicable after the beginning of each Plan Year, the Committee shall designate those
Eligible Employees who shall participate in the Plan for the current Plan Year (or, if a person becomes an
Eligible Employee after the beginning of the Plan Year, he shall be designated as a Participant as soon as
practicable after he becomes an Eligible Employee). In determining which Eligible Employees shall participate
for any given Plan Year, the Committee shall consider the recommendations of the CEO. Each Eligible
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.
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
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