Windstream 2009 Annual Report Download - page 35

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 the event that he had died or become “disabled” (as
defined below) while employed with Windstream on December 31, 2009.
Name
Accelerated Vesting
of Restricted
Shares
($)(1)
Accelerated Vesting
of Annual
Incentive Compensation
($)
Total for
Death or Disability
($)
Jeffery R. Gardner 7,569,011 920,002 8,489,013
Anthony W. Thomas 751,836 155,152 906,988
Brent Whittington 1,898,390 357,418 2,255,808
John P. Fletcher 1,282,072 268,063 1,550,135
Richard J. Crane 785,828 143,895 929,723
(1) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s
common stock on December 31, 2009 of $10.99 per share.
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 2009, 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 2009 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). All 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.
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