Windstream 2009 Annual Report Download - page 36

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,
2009 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
($) (1)
Cash Equivalent
for Health Care
Premiums
($)
Outplacement
Services
($)
Excise Tax
Gross-Up
($)
Accelerated
Vesting of
Restricted
Shares
($) (2)
Total on a
Qualifying
Termination
Following a
Change-in-Control
($)
Jeffery R. Gardner 6,937,000 42,697 50,000 -0- 7,569,011 14,598,708
Anthony W. Thomas 1,191,375 27,055 25,000 739,831 751,836 2,735,097
Brent Whittington 3,190,000 42,423 50,000 2,009,738 1,898,390 7,190,551
John P. Fletcher 2,392,500 42,697 50,000 1,492,182 1,282,072 5,259,451
Richard J. Crane 1,085,000 28,282 25,000 719,722 785,828 2,643,832
(1) This amount includes the annual incentive compensation at target for the year of termination. Actual 2009
payouts are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation
Table.
(2) The value of the accelerated vesting of restricted shares equals the product of (i) the number of unvested
shares as of December 31, 2009, multiplied by (ii) the closing price of Windstream’s common stock on
December 31, 2009 of $10.99 per share.
Change-in-Control Agreements. Windstream has a Change-in-Control Agreement with certain of its
executive officers, including its executive officers listed in the above table. The agreements provide that a
covered executive would be entitled to certain severance benefits if, during the two-year period following a
change-in-control (as defined below), Windstream terminates the executive’s employment without “cause” (as
defined below) or the executive terminates his employment with Windstream for “good reason” (as defined
below). In general, the executive officers would be entitled to receive, in a lump sum, the following amounts
pursuant to the Change-in-Control Agreements:
• Three times for Messrs. Gardner, Whittington and Fletcher and two times for Messrs. Thomas and
Crane the sum of the executive’s base salary and target annual incentive compensation (in each case, as
in effect on the date of the change-in-control, or if higher, on the date of termination);
• Pro-rated amount of target annual incentive compensation for the year of termination;
• A cash equivalent for three years for Messrs. Gardner, Whittington and Fletcher and two times for
Messrs. Thomas and Crane of health care premiums; and
• Outplacement services with a value of no more than $50,000 for Messrs. Gardner, Whittington and
Fletcher or $25,000 for Messrs. Thomas and Crane.
Terminated executives are prohibited from soliciting employees or customers or competing against Windstream
or the acquiring or successor entity for a one-year period and are subject to a confidentiality restriction.
Moreover, a terminated executive is required to sign a release of all claims against Windstream and the acquiring
or successor entity prior to receiving severance benefits under the agreement.
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