Windstream 2012 Annual Report Download - page 39

The Employment Agreement provides that upon termination of employment for any reason, Mr. Gardner is
prohibited from soliciting employees or customers or competing against Windstream for a one-year period and is subject to
confidentiality and non-disparagement restrictions. Moreover, he is required to sign a release of all claims against
Windstream prior to receiving severance benefits under the agreement.
For purposes of the Employment Agreement, the term “cause” generally means (i) the willful failure by Mr. Gardner
substantially to perform his duties to Windstream; (ii) a conviction, guilty plea or plea of nolo contendere of Mr. Gardner for
any felony; (iii) gross negligence or willful misconduct by Mr. Gardner that is intended to or does result in his substantial
personal enrichment or a material detrimental effect on the reputation or business of Windstream or any affiliate; (iv) a
material violation by Mr. Gardner of the corporate governance board guidelines and code of ethics of Windstream or any
affiliate; (v) a material violation by Mr. Gardner of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or
state securities law, rule or regulation; (vi) the repeated use of alcohol by Mr. Gardner that materially interferes with his
duties, the use of illegal drugs, or a violation of the drug and/or alcohol policies of Windstream or any affiliate; or (vii) a
material breach by Mr. Gardner of any non-solicitation, non-disparagement or confidentiality restrictions.
For purposes of the Employment Agreement, the term “good reason” generally means the occurrence, without Mr.
Gardner’s express written consent, of any one or more of the following: (i) any action of Windstream or its affiliates that
results in a material adverse change in Mr. Gardner’s position (including status, offices, title, and reporting requirements),
authorities, duties, or other responsibilities; (ii) a material reduction by Windstream in Mr. Gardner’s compensation; (iii) the
failure of the Board of Directors to nominate Mr. Gardner for election or re-election to the Board; or (iv) a material breach by
Windstream of any provision of the Employment Agreement. Before Mr. Gardner may resign for “good reason”,
Windstream must have an opportunity within 30 days after receipt of notice to cure the “good reason” condition(s).
Notwithstanding the foregoing, in no event shall “good reason” occur as a result of the following: (i) a reduction in any
component of Mr. Gardner’s compensation if other components of his compensation are increased or a substitute or
alternative is provided so that his overall compensation is not materially reduced; (ii) Mr. Gardner does not earn cash bonuses
or benefit from equity incentives awarded to him because the performance goals or targets were not achieved; and (iii) the
suspension of Mr. Gardner for the period during which the Board of Directors is making a determination whether to terminate
him for cause.
Death or Disability
Windstream would have been obligated to provide each of the executive officers listed below (or his/her
beneficiary) with the following estimated payments in the event that he/she had died or become “disabled” (as defined below)
while employed with Windstream on December 31, 2012.
Name
Accelerated Vesting
of Restricted
Shares (1)
($)
Accelerated Vesting
of Annual
Incentive Compensation (2)
($)
Total for
Death or Disability
($)
Jeffery R. Gardner 6,459,866 1,215,000 7,674,866
Anthony W. Thomas 1,741,425 360,000 2,101,425
Brent Whittington 2,198,679 457,200 2,655,879
John P. Fletcher 1,781,616 360,000 2,141,616
Cynthia B. Nash 946,172 236,250 1,182,422
(1) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common Stock on
December 31, 2012 of $8.28 per share.
(2) These amounts reflect actual 2012 payouts, which are reported in the Non-Equity Incentive Plan Compensation column
of the Summary Compensation Table.
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) while employed with
Windstream, then his or her unvested restricted stock or performance-based restricted stock or units would immediately vest
in full.
Performance Incentive Compensation Plan. During 2012, 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 2012 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 by Windstream 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 or her usual occupation by reason
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