Windstream 2006 Annual Report Download - page 42
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claims against Windstream and its affiliates prior to receiving severance benefits under the employment
agreement.
Accelerated Vesting of Restricted Shares. All unvested restricted shares held by Messrs. Mueller,
Vaughn and Ojile vested on July 17, 2006 as a result of the merger and their termination of employment under
the circumstances described above. The value of the accelerated vesting of restricted shares set forth in the table
above equals the product of (i) the number of unvested shares as of July 17, 2006, multiplied by (ii) the closing
price of Windstream’s common stock on that date, which was $11.50 per share.
Consulting Agreement. In connection with the merger, John J. Mueller entered into a consulting
agreement with Windstream. Under the terms of the consulting agreement, Mr. Mueller agreed to furnish advice
and counsel regarding business issues and strategies to the Chairman and to the President and CEO of
Windstream. The term of the agreement is for one year commencing on the effective date of the merger. For his
services, Mr. Mueller is paid an annual consulting fee of $500,000, half of which was payable in July 2006 and
the other half payable in January 2007, plus $1,500 per month for ongoing expenses incurred in the performance
of the consulting services.
In connection with the merger, William Ojile entered into a consulting agreement with Windstream
pursuant to which he agreed to furnish advice to the Executive Vice President and General Counsel of
Windstream regarding legal issues, pending litigation, the administration of the Windstream legal department and
other matters for which Windstream may request assistance. The term of the agreement was from July 17, 2006
until January 15, 2007. Windstream paid Mr. Ojile $100,000 for his services plus $500 per month for ongoing
expenses incurred in the performance of the consulting services.
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