Windstream 2007 Annual Report Download - page 31

The Employment Agreement provides that upon termination of employment, Mr. Gardner is prohibited
from soliciting employees or customers or competing against Windstream for a one-year period and is subject to
confidentiality and non-disparagement restrictions. Moreover, he is required to sign a release of all claims against
Windstream prior to receiving severance benefits under the agreement.
For purposes of the Employment Agreement, the term “cause” generally means (i) the willful failure by
Mr. Gardner substantially to perform his duties to Windstream; (ii) a conviction, guilty plea or plea of nolo
contendere of Mr. Gardner for any felony; (iii) gross negligence or willful misconduct by Mr. Gardner that is
intended to or does result in his substantial personal enrichment or a material detrimental effect on the reputation
or business of Windstream or any affiliate; (iv) a material violation by Mr. Gardner of the corporate governance
board guidelines and code of ethics of Windstream or any affiliate; (v) a material violation by Mr. Gardner of the
requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation;
(vi) the repeated use of alcohol by Mr. Gardner that materially interferes with his duties, the use of illegal drugs,
or a violation of the drug and/or alcohol policies of Windstream or any affiliate; or (vii) a material breach by
Mr. Gardner of any non-solicitation, non-disparagement or confidentiality restrictions.
For purposes of the Employment Agreement, the term “good reason” generally means the occurrence,
without the executive’s express written consent, of any one or more of the following: (i) any action of
Windstream or its affiliates that results in a material adverse change in Mr. Gardner’s position (including status,
offices, title, and reporting requirements), authorities, duties, or other responsibilities; (ii) a material reduction by
Windstream in Mr. Gardner’s compensation; (iii) the failure of the Board of Directors to nominate Mr. Gardner
for election or re-election to the Board; or (iv) a material breach by Windstream of any provision of the
Employment Agreement. Before Mr. Gardner may resign for “good reason”, Windstream must have an
opportunity within 30 days after receipt of notice to cure the “good reason” conditions. Notwithstanding the
foregoing, in no event shall “good reason” occur as a result of the following: (i) a reduction in any component of
Mr. Gardner’s compensation if other components of his compensation are increased or a substitute or alternative
is provided so that his overall compensation is not materially reduced; (ii) Mr. Gardner does not earn cash
bonuses or benefit from equity incentives awarded to him because the performance goals or targets were not
achieved; and (iii) the suspension of Mr. Gardner for the period during which the Board of Directors is making a
determination whether to terminate him for cause.
Death or Disability
Windstream would have been obligated to provide each of the executive officers listed below (or his
beneficiary) with the following estimated payments, in a lump sum for bonus amounts, in the event that he had
died or become “disabled” (as defined below) while employed with Windstream on December 31, 2007.
Name
Accelerated Vesting
of Restricted
Shares (1)
($)
Accelerated Vesting of
Annual Incentive
Compensation ($)
Total for Death or
Disability
($)
Jeffery R. Gardner 7,408,484 900,000 8,308,484
Brent Whittington 1,507,846 280,000 1,787,846
John P. Fletcher 1,257,602 262,500 1,520,102
Robert G. Clancy 883,420 110,000 993,420
Susan Bradley 703,757 107,500 811,257
(1) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s
common stock on December 31, 2007 of $13.02 per share.
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