Windstream 2012 Annual Report Download - page 38

These discretionary contributions equal the amount that could have been credited to the executive officers as a matching
contribution under Windstream’s 401(k) plan had compensation not been limited under the 401(k) plan by the Internal
Revenue Code, plus the amount, if any, by which the executive officer’s matching contribution under the Windstream 401(k)
plan is reduced due to the executive officer’s contributions to the 2007 Plan. Participant accounts are credited with earnings
based on a portfolio of investment funds.
Payments are made under the 2007 Plan in cash at certain future dates as specified by the participants or upon
separation of service.
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
12/31/2012
($) (3)(4)(5)
Jeffery R. Gardner 99,861 119,534 113,560 - 1,539,617
Anthony W. Thomas 182,922 29,808 30,526 - 361,293
Brent Whittington - 49,463 109,465 - 969,469
John P. Fletcher - 34,472 3,517 - 124,094
Cynthia B. Nash - 16,759 2 - 49,388
(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 2012 and therefore none of these amounts were included in the Summary
Compensation Table.
(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.
(5) In addition to the amounts described in footnotes (1) and (4) above, the amount shown in this column includes amounts
reported as compensation for each of the NEOs in the Summary Compensation tables in prior years.
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 2012 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 by a named executive officer without “good reason” or an involuntary
termination by Windstream for “cause” (each as defined under the heading “Voluntary 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 only 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, 2012, then Windstream would have been obligated to pay Mr. Gardner, in a lump sum, approximately
$2,996,000. This severance benefit under the Employment Agreement equals three times his annual base salary.
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