Windstream 2011 Annual Report Download - page 39

NON-QUALIFIED DEFERRED COMPENSATION
Name
Executive
Contributions in Last
FY ($)
Windstream
Contributions in Last
FY ($) (1)
Aggregate
Earnings in Last
FY ($)(2)
Aggregate
Withdrawals/
Distributions ($)
Aggregate Balance at
12/31/2011
($) (3)(4)
Jeffery R. Gardner - 119,534 (13,840) 1,206,662
Anthony W. Thomas 44,735 29,808 (6,287) 118,037
Brent Whittington - 49,623 10,669 178,089 810,541
John P. Fletcher - 34,472 1,278 86,105
Cynthia B. Nash - 16,759 1 32,628
(1) These amounts are also included in the “All Other Compensation” column of the Summary Compensation
Table.
(2) There were no “above-market earnings” for 2011.
(3) Balances are paid following termination or upon a date chosen by participant, subject to compliance with
Section 409A of the Internal Revenue Code.
(4) All amounts contributed by a named executive officer and Windstream in prior years have been reported in
the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he/
she was a named executive officer for purposes of the SEC’s executive compensation disclosure.
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 2011 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 “Non-Qualified 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, 2011, 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 three
times his annual base salary.
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