Windstream 2012 Annual Report Download - page 34

Accordingly, these amounts represent only the first tranche of the total grant of PBRSUs in 2012 (i.e., the portion of the
2012 grant allocated to the 2012 performance period). The aggregate target amount of the first, second and third
tranches of the 2012 grant of PBRSUs is referred to herein as the “Total Target Amount.”
(2) These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based restricted
stock units (or PBRSUs) granted to the named executive officer in 2011 that vest ratably over a three-year period with
each year set as a separate performance period. The Compensation Committee sets the threshold and target Adjusted
OIBDA amount each year during the three-year vesting period. As stated above, pursuant to SEC rules and applicable
accounting rules, because the Compensation Committee sets the annual performance targets at the start of each
respective performance period, only the grant date fair value of the portion of the grant subject to a particular
performance period is reported in this table, which results in a disparity between the annual grant values approved by the
Compensation Committee and the amounts reported above.
Accordingly, these amounts represent only the second tranche of the total grant of PBRSUs in 2011 (i.e., the portion of
the 2011 grant allocated to the 2012 performance period).
(3) These amounts represent the third tranche of performance-based restricted stock granted to the NEO in 2010, which vests
ratably over a three-year period with each year set as a separate performance period. The Compensation Committee sets
the performance goal each year during the three-year vesting period. As stated above, pursuant to SEC rules and
applicable accounting rules, because the Compensation Committee sets the annual performance goals at the start of each
respective performance period, the amounts represent only the tranche of the 2010 grants for which the performance
goals were set for the 2012 performance period. The 2010 grants of performance-based restricted stock do not provide
for a threshold payout; thus, the single estimated payout is reported in the Target column.
(4) While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these amounts
equal the sum of the target amount of the first tranche of the 2012 grant of PBRSUs plus one-third (1/3) of the
Overachievement Amount (as defined below). Pursuant to the 2012 grant of PBRSUs, each NEO is entitled to receive
an additional number of shares following completion of the three-year vesting period equal to 50% of his/her Total
Target Amount (the “Overachievement Amount”) if (i) Windstream’s total stockholder return exceeds 75% of the S&P
500 during the vesting period, and (ii) at least 92% of the Adjusted OIBDA goal is met in each of the three fiscal
performance periods covered by the three-year vesting period.
(5) While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these amounts
equal the sum of the target amount of the second tranche of the 2011 grant of PBRSUs plus one-third (1/3) of the
Overachievement Amount. Pursuant to the 2011 grant of PBRSUs, each NEO is entitled to receive the Overachievement
Amount following completion of the three-year vesting period if (i) Windstream achieves revenue growth over the three-
year vesting period of the 2011 grant, and (ii) at least 92% of the Adjusted OIBDA goal is met in each of the three fiscal
performance periods covered by the three-year vesting period.
(6) No options have been awarded by Windstream for fiscal years 2012, 2011 and 2010 to Messrs. Gardner, Thomas,
Whittington, Fletcher or Ms. Nash.
(7) Represents restricted stock granted to the NEO that will vest ratably in one-third (1/3) annual increments subject to
continuous employment through February 15, 2015.
(8) Represents the grant date fair value calculated in accordance with applicable standards for financial statement reporting
purposes in accordance with FASB ASC Topic 718. The grant date fair values for the time-vesting restricted stock is
determined on the closing stock price of Windstream Common Stock on the date of grant. The grant date fair values of
the performance-based equity awards and the Overachievement Amount are based on the stock price of Windstream
Common Stock on the date of the grant, which is considered the date the performance targets were set. Shares related to
the 2012 and 2011 overachievement amounts cliff vest in 2014 and 2013, respectively, if at all, based on the performance
criteria described above. Because the overachievement amounts are conditioned upon achievement of at least the
threshold level of the Adjusted OIBDA goal set by the Compensation Committee at the start of each performance period,
only one-third (1/3) of the overachievement shares related to both the 2012 and 2011 criteria were included in the grant
date fair value calculation.
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