Windstream 2007 Annual Report Download - page 34

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.
Definitions. For purposes of the Change-in-Control Agreements and the restricted shares described
above for all executive officers, the following terms have the meanings set forth below:
•Change-in-control. A change-in-control generally means any of the following: (i) an acquisition of
50% or more of Windstream’s common stock; (ii) a change in the membership of Windstream’s
board of directors, such that the current incumbents and their approved successors no longer
constitute a majority; (iii) a reorganization, merger, consolidation or sale or other disposition of more
than 50% of Windstream’s assets in which any one of the following is true: Windstream’s
pre-transaction shareholders do not hold at least 50% of the combined enterprise; there is a
50%-or-more shareholder of the combined enterprise (other than as a result of conversion of the
shareholder’s pre-combination interest in Windstream); or the members of Windstream’s board of
directors (immediately before the combination) do not make up a majority of the board of the
combined enterprise; or (iv) stockholders approve a complete liquidation of Windstream.
•Cause. In general a termination is for cause if it is for any of the following reasons: (i) the willful
failure by the executive substantially to perform his duties with Windstream; (ii) a conviction, guilty
plea or plea of nolo contendere of the executive for any felony; (iii) the willful misconduct by the
executive that is demonstratively and materially injurious to Windstream or its affiliates, monetarily
or otherwise; (iv) a material violation by the executive of the corporate governance board guidelines
and code of ethics of Windstream or any affiliate; (v) a material violation by the executive 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 the executive 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 the executive of any non-solicitation or confidentiality
restrictions.
•Good Reason. In general a termination by the executive is for good reason if it is for any of the
following reasons: (i) the assignment to the executive of any duties inconsistent with the executive’s
status as an executive officer or a substantial adverse change in the nature or status of the executive’s
responsibilities; (ii) a reduction by Windstream in the executive’s annual base salary; (iii) the
relocation of the principal executive offices of Windstream by more than 35 miles or Windstream’s
requiring the executive to be based anywhere other than its principal executive offices; (iv) the
failure by Windstream to pay to the executive any portion of the executive’s current compensation,
deferred compensation or business expense reimbursements; (v) the failure by Windstream to
continue in effect any compensation plan in which the executive participates unless an equitable
alternative arrangement has been made, or the failure by Windstream to continue the executive’s
participation in those plans; (vi) the failure by Windstream to continue to provide the executive with
benefits substantially similar to those enjoyed by the executive under any of Windstream’s
retirement, welfare and fringe benefit plans; (vii) any purported termination by Windstream of the
executive’s employment that is not effected in accordance with the terms of the Change-in-Control
Agreement; or (viii) any failure by Windstream to require the successor to assume the agreement.
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