Windstream 2011 Annual Report Download - page 41

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 or units
would have immediately vested in full.
Performance Incentive Compensation Plan. During 2011, each of the named executive officers
participated in the Performance Incentive Compensation Plan, which is an annual bonus plan. If either an
executive died or became “disabled” during the year, then his or her 2011 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.
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,
2011 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 7,928,000 45,044 50,000 -0- 9,348,632 17,371,676
Anthony W. Thomas 2,090,000 28,328 25,000 1,057,605 1,971,252 5,172,185
Brent Whittington 3,813,000 38,657 50,000 1,765,394 2,746,233 8,413,284
John P. Fletcher 2,945,000 44,359 50,000 1,331,617 2,242,868 6,613,844
Cynthia B. Nash 1,330,000 16,932 25,000 -0- 1,233,968 2,605,900
(1) This amount includes the annual incentive compensation at target for the year of termination. Actual 2011
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 is based on the closing price of Windstream’s
common stock on December 30, 2011 of $11.74 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
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