Windstream 2008 Annual Report Download - page 32

NON-QUALIFIED DEFERRED COMPENSATION
Name
Executive
Contributions
in Last
FY ($)(1)
Windstream
Contributions
in Last
FY ($)
Aggregate
Earnings
in Last
FY ($)(2)
Aggregate
Withdrawals/
Distributions ($)
Aggregate Balance
at 12/31/2008
($)
Jeffery R. Gardner 252,945 55,446 51,653 — 3,448,685
Brent Whittington 206,447 8,142 (101,404) — 211,170
John P. Fletcher — 12,686 223 — 12,909
Richard J. Crane 117,791 2,797 (67,096) — 158,945
Robert G. Clancy 47,316 1,775 (24,308) — 70,164
(1) These amounts are also included in the “Salary” and the “Non-Equity Incentive Plan Compensation”
columns of the Summary Compensation Table.
(2) There were no “above-market earnings” for 2008.
Potential Payments Upon Termination or Change-in-Control
Windstream has entered into certain agreements and maintains certain plans and arrangements that require
Windstream or its successors to pay or provide certain compensation and benefits to its named executive officers
in the event of certain terminations of employment or a change-in-control of Windstream. The estimated amount
of compensation and benefits payable or provided to each named executive officer in each situation is
summarized below, assuming that the triggering event occurred on the last day of the 2008 fiscal year. The actual
amounts that would be paid to each named executive officer upon certain terminations of employment or upon a
change-in-control can only be determined at the time the actual triggering event occurs. The estimated amount of
compensation and benefits described below are in addition to the benefits to which the named executive officers
would be entitled to receive upon termination of employment generally under the retirement plans and programs
described in the sections above titled “Pension Benefits” and the “Nonqualified Deferred Compensation”. Please
refer to those sections for a description of Windstream’s retirement plans and programs. This section identifies
and quantifies the extent to which those retirement benefits are enhanced or accelerated upon the triggering
events described below.
Voluntary Termination Without “Good Reason” or Involuntary Termination For “Cause”
Windstream does not maintain any plans or arrangements that would provide benefits to its named executive
officers solely as a result of a voluntary termination without “good reason” or an involuntary termination for
“cause” (each as defined under the heading “Termination for ‘Good Reason’ or Involuntary Termination without
‘Cause’” immediately below).
Voluntary Termination for “Good Reason” or Involuntary Termination without “Cause”
Windstream has entered into an Employment Agreement with Mr. Gardner. Under the Employment
Agreement, if Windstream or its affiliates terminated Mr. Gardner’s employment without “cause” (as defined
below) or if Mr. Gardner terminated his employment with Windstream or its affiliates for “good reason” (as
defined below) on December 31, 2008, then Windstream would have been obligated to pay Mr. Gardner, in a
lump sum, approximately $2,973,000. This severance benefit under the Employment Agreement equals two
times his annual base salary plus his target annual cash incentive, as this amount was higher than actual payment
for 2007. If termination occurred in 2009, under this scenario, the payout for the cash incentive opportunity
would be at the actual amounts for 2008 which is set forth in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table.
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