Windstream 2014 Annual Report Download - page 41
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| 37
applies to the covered compensation; and (iv) the Board determines in its sole discretion that it is in the best interests
of Windstream and its stockholders for the executive officer to repay the covered compensation. The policy is limited
to compensation that is vested or paid based on the achievement of financial results that subsequently become subject
to restatement. The Board can determine that a restatement applies to covered compensation if the vesting or payment
of such compensation was based on the achievement of financial results that were subsequently the subject of a
restatement, and the amount of compensation that would have been received by the executive officer had the financial
results been properly reported, after giving effect to the restatement, would have been lower than the amount actually
received. Each executive officer is required to sign an agreement that he or she has received, read and understood the
policy. In addition, the policy provides that repayment and forfeiture remedies are not the exclusive remedies and that
Windstream may pursue every other right or remedy at law or in equity available.