Windstream 2013 Annual Report Download - page 42

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GRANTS OF PLAN-BASED AWARDS
Estimated Future Payouts Under
Non-Equity Incentive Plan Award Estimated Future Payouts Under Equity Incentive Plan Awards
All Other
Stock Awards:
Number
of Shares
of Stock
or Units
(#) (7)
Grant Date
Fair Value
of Stock
and Option
Awards
($)
(9)Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#)
Jeffery R. Gardner 2/5/13 675,000 1,350,000 2,700,000 69,657 (1) 139,314 (1) 208,971 (4) 2,050,005
2/5/13 54,930 (2) 109,860 (2) 164,790 (5) 1,616,590
2/5/13 45,558 (3) 91,116 (3) 136,674 (6) 1,340,772
Anthony W. Thomas 2/5/13 200,000 400,000 800,000 9,345 (1) 18,689 (1) 28,034 (4) 275,003
2/5/13 10,316 (2) 20,632 (2) 30,948 (5) 303,600
2/5/13 5,062 (3) 10,124 (3) 15,186 (6) 148,975
2/5/13 56,065 (8) 549,998
Brent Whittington 2/5/13 254,000 508,000 1,016,000 12,743 (1) 25,485 (1) 38,228 (4) 375,007
2/5/13 14,068 (2) 28,135 (2) 42,203 (5) 414,002
2/5/13 6,328 (3) 12,655 (3) 18,982 (6) 186,213
2/5/13 76,453 (8) 750,004
John P. Fletcher 2/5/13 200,000 400,000 800,000 9,345 (1) 18,689 (1) 28,034 (4) 275,003
2/5/13 10,316 (2) 20,632 (2) 30,948 (5) 303,600
2/5/13 5,062 (3) 10,124 (3) 15,186 (6) 148,975
2/5/13 56,065 (8) 549,998
J. David Works, Jr. 2/5/13 150,500 301,000 602,000 5,310 (1) 10,619 (1) 15,929 (4) 156,254
2/5/13 4,689 (2) 9,378 (2) 14,067 (5) 137,997
2/5/13 31,855 (8) 312,498
(1) 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 2013 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. 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 first tranche of the total grant of PBRSUs in 2013 (i.e., the
portion of the 2013 grant allocated to the 2013 performance period). The aggregate target amount of the first,
second and third tranches of the 2013 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 2012 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 2012 (i.e., the
portion of the 2012 grant allocated to the 2013 performance period).