Windstream 2011 Annual Report Download - page 66

Performance Objective must be achieved for Awards to be paid under the Plan. Similarly, the Committee may
establish a minimum threshold performance level, a maximum performance level, and one or more intermediate
performance levels or ranges, with target award levels or ranges that will correspond to the respective
performance levels or ranges included in the Payout Formula.
c. The Committee may establish multiple Performance Objectives with respect to a single Participant. If
more than one Performance Objective is selected by the Committee for a Plan Year, the Performance Objectives
will be weighted by the Committee to reflect their relative importance to the Company in the applicable Plan
Year. If the Committee establishes a threshold level of achievement with respect to multiple Performance
Objectives, Awards will be paid under the Plan upon achievement of threshold levels of one or more of the
specified Performance Objectives.
d. The Committee may in its sole discretion modify such Payout Formulas, Performance Objectives or the
related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and
equitable (i) to reflect a change in the business, operations, corporate structure or capital structure of the
Company or its Subsidiaries, the manner in which it conducts its business, or other events or circumstances or
(ii) in the event that a Participant’s responsibilities materially change during a Plan Year or the Participant is
transferred to a position that is not designated or eligible to participate in the Plan.
e. Notwithstanding anything contained in this Section V to the contrary, the Committee shall establish the
Performance Objectives (including the relative weight of multiple Performance Objectives) and Payout Formulas
for each Covered Employee not later than 90 days following the beginning of the Plan Year or before 25% of the
Plan Year has elapsed, whichever is earlier. Furthermore, the Committee shall not modify the Performance
Objectives (including the relative weight of multiple Performance Objectives) and Payout Formulas applicable to
a Covered Employee to the extent that such action would result in the loss of the otherwise available exemption
of the Award under Section 162(m) of the Code.
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.
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