Windstream 2007 Annual Report Download - page 32

Accelerated Vesting of Restricted Shares. In the event that an executive officer listed above died or
became permanently disabled (as determined by the Compensation Committee in its sole discretion) and while
employed with Windstream, then his unvested restricted stock or performance based restricted stock would have
immediately vested in full.
Performance Incentive Compensation Plan. During 2007, each of the named executive officers
participated in the Performance Incentive Compensation Plan, which is an annual bonus plan. If either executive
died or became “disabled” during the year, then his or her 2007 annual bonus under the Performance Incentive
Compensation Plan would have been pro-rated on the basis of the ratio of the number of days of participation
during the plan year to the number of days during the plan year and paid in a lump sum following the end of the
year. For this purpose, the term “disability” means incapacity resulting in the executive being unable to engage in
gainful employment at his usual occupation by reason of any medically demonstrable physical or mental
condition, excluding, however, incapacity resulting from a felonious enterprise; chronic alcoholism or addiction
to drugs or abuse; and self-inflicted injury or illness.
Change-in-Control
In general, Windstream does not maintain any plans or arrangements that would provide benefits to the
named executive officers solely as a result of a change-in-control (as defined under the heading “Qualifying
Termination Following Change-in-Control” below). However, Mr. Gardner would receive a lump sum payment
of his account balances maintained under the 1998 fund of the Windstream 2007 Deferred Compensation Plan
upon a change-in-control. All other non-qualified balances would only be subject to payment following a
qualifying termination following a change in control. Please refer to the section above entitled “Nonqualified
Deferred Compensation” for more information.
Qualifying Termination Following Change-in-Control
Each executive officer listed below would have been entitled to the following estimated payments and
benefits from Windstream or its successor if a change-in-control (as defined below) occurred on December 31,
2007 and Windstream terminated the executive’s employment without “cause” (as defined below) or the
executive terminated his employment with Windstream for “good reason” (as defined below) immediately
following such change-in- control.
Name
Cash
Severance
($)
Cash
Equivalent
for Health
Care
Premiums
($)
Outplacement
Services
($)
Excise Tax
Gross-Up (1)
($)
Accelerated
Vesting of
Restricted
Shares (2)
($)
Total on a
Qualifying
Termination
Following a
Change-in-
Control
($)
Jeffery R.
Gardner 6,300,000 36,402 50,000 -0- 7,408,484 13,794,886
Brent
Whittington 2,320,000 32,199 50,000 1,247,935 1,507,846 5,157,980
John P.
Fletcher 2,175,000 36,402 50,000 1,054,563 1,257,602 4,573,567
Robert G.
Clancy 880,000 20,401 25,000 453,869 883,420 2,262,690
Susan
Bradley 752,500 15,631 25,000 365,453 703,757 1,862,344
(1) Because the excise tax gross-up is calculated based on the average compensation of an executive officer
over the five years prior to a change-in-control, and because all of the foregoing individuals either became
26