Windstream 2013 Annual Report Download - page 48

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(2) There were no “above-market earnings” for 2013 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 2013 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 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, 2013, then Windstream would have been obligated to pay Mr. Gardner, in a lump sum, approximately
$3,000,000. This severance benefit under the Employment Agreement equals three times his annual base salary.
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.