Windstream 2012 Annual Report Download - page 36

The following table shows information regarding the exercise or vesting of equity-based awards of Windstream
during 2012 by the individuals named below.
OPTION EXERCISES AND STOCK VESTED
Name
Stock Awards (1)
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($) (2)
Jeffery R. Gardner 345,710 4,290,261
Anthony W. Thomas 46,016 571,059
Brent Whittington 88,958 1,103,969
John P. Fletcher 64,298 797,938
Cynthia B. Nash 31,028 385,057
(1) Windstream does not grant stock options and therefore had no option exercises by any NEO in 2012.
(2) Shares vested on February 15, 2012 with a closing price of $12.41.
Pension Benefits
The following is a brief summary of the material terms of the retirement plans maintained by Windstream.
Windstream Pension Plan. Windstream maintains the Windstream Pension Plan (“Pension Plan”), which is a tax-
qualified defined benefit plan. The Pension Plan generally covers salaried and non-salaried employees of Windstream and
those subsidiary companies that have adopted the Pension Plan. Accruals are frozen for non-bargaining employees. No
named executive officers are eligible for continuing accruals under the Pension Plan as of the end of 2012.
The Pension Plan’s accrued benefit is payable in the form of a monthly life annuity following normal retirement at
age 65 (or, if later, at five years of service or at the fifth anniversary of participation). The accrued benefit is also payable in a
monthly life annuity following early retirement at or after age 55 with at least 20 years of service (with reduction in the life
annuity of 0.25% for each month that commencement precedes age 60) or at or after age 60 with 15 years of service (with
reduction in the life annuity of 0.25% for each month that commencement precedes age 65 for a participant whose benefit
commences before age 62). As of the end of 2012, no named executive officers satisfied the foregoing age and service
requirements to commence receipt of an early retirement benefit under the Pension Plan.
For deferred vested participants (i.e. those who terminate employment before early retirement), the accrued benefit
is payable in a monthly life annuity beginning at normal retirement age. If a deferred vested participant has 15 years of
service, the accrued benefit is also payable in a monthly life annuity beginning as early as age 60 (with reduction in the life
annuity of 0.50% for each month commencement precedes age 65), and, if the deferred vested participant has at least 20
years of service, the accrued benefit is also payable in a monthly life annuity beginning as early as age 55 (with reduction in
the life annuity of 0.50% for each month commencement precedes age 65).
For a participant eligible for normal retirement or early retirement, payment is also available in actuarial equivalent
joint and surviving spouse annuities, which provide a reduced monthly amount for the participant’s life with the surviving
spouse receiving 50%, 75% or 100%, as elected, of the reduced monthly amount, or in an actuarial equivalent 10-year
certain-and life annuity, which provides a reduced monthly amount for the participant’s life and, if the participant dies within
10 years of benefit commencement, with payments to a designated beneficiary for the remainder of the 10-year certain
period. For a married deferred vested participant, payment is also available in the form of an actuarial equivalent joint and
50% or 75% surviving spouse annuity, as elected. If a vested participant dies before benefit commencement, an annuity
generally is payable to the participant’s surviving spouse in an amount based on the joint and 50% surviving spouse annuity
that would have been payable to the participant beginning on the later of when the participant died or would have been
eligible to commence a benefit.
Under the Pension Plan, post-January 1, 1988 through December 31, 2005 service (December 31, 2010 service for
employees who had attained age 40 with two years of vesting service as of December 31, 2005) is credited at 1% of
compensation, including salary, bonus and other non-equity incentive compensation, plus 0.4% of that part of the
participant’s compensation in excess of the Social Security taxable wage base for such year. Service prior to 1988, if any, is
credited on the basis of a percentage of the participant’s highest consecutive five-year average annual salary, equal to 1% for
each year of service prior to 1982 and thereafter increasing by 0.05% each year until 1988, but only prospectively, i.e., with
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