Windstream 2011 Annual Report Download - page 67

VII. PAYMENT OF AWARDS
Subject to Section VI hereof, Awards for any Plan Year shall be paid after the end of that Plan Year, but
in no event later than March 15 of the calendar year immediately following the end of that Plan Year.
VIII. AMENDMENT AND TERMINATION OF PLAN
a. 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 or Beneficiary
or other person; provided, that no such amendment, suspension or termination shall adversely affect the payment
of any amount for a Plan Year ending prior to the action of the Board amending, suspending or terminating the
Plan.
b. It is the intention of the Company that the Plan qualify for the performance-based compensation
exception of Section 162(m) of the Code and the short-term deferral exception of Section 409A of the Code. The
Plan and any Awards hereunder shall be administrated in a manner consistent with this intent, and any provision
that would cause the Plan or any Awards hereunder 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 the Company
without the consent of any Participant, Eligible Employee or Beneficiary or other person).
IX. GOVERNING LAW
The provisions of the Plan shall be governed and construed in accordance with the laws of the State of
Delaware.
X. MISCELLANEOUS PROVISIONS
Nothing contained in the Plan shall give any employee the right to be retained in the employment of the
Company or a Subsidiary or affect the right of the Company or a Subsidiary to dismiss any employee. The Plan
shall not constitute a contract between the Company or a Subsidiary and any employee. No Participant shall
receive any right to be granted an Award hereunder. No Award shall be considered as compensation under any
employee benefit plan of the Company or a Subsidiary, except as may be otherwise provided in such employee
benefit plan. No reference in the Plan to any other plan or program maintained by the Company shall be deemed
to give any Participant or other person a right to benefits under such other plan or program. The Company and its
Subsidiaries shall have the right to deduct from all payments made to any person under the Plan any federal,
state, local, foreign or other taxes which, in the opinion of the Company and its Subsidiaries are required to be
withheld with respect to such payments. Notwithstanding any other provision of the Plan, any payment made to a
Participant pursuant to the Plan may be subject to repayment to the Company pursuant to any compensation
recovery policy that may be maintained by the Company (including a compensation recovery policy adopted
pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act) or applicable law.
XI. NO ALIENATION OF BENEFITS
Except insofar as may otherwise be required by law, no amount payable at any time under the Plan shall
be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
charge or encumbrance of any kind, nor in any manner be subject to the debts or liabilities of a Participant or
Beneficiary, and any attempt to so alienate or subject any such amount, whether presently or thereafter payable,
shall be void.
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