Windstream 2013 Annual Report Download - page 49

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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. Mr. Works is
eligible for severance benefits of one times salary and target bonus if his employment is terminated by Windstream
without cause of if he resigns for good reason prior to the five year anniversary of his commencement of employment.
Good reason is defined in the current form of the Change In Control Agreements, as noted below.
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, 2013.
Name
Accelerated Vesting
of Restricted
Shares (1)
($)
Accelerated
Vesting of
Annual
Incentive
Compensation (2)
($)
Total for
Death or Disability
($)
Jeffery R. Gardner 7,027,476 969,435 7,996,911
Anthony W. Thomas 1,526,781 287,240 1,814,021
Brent Whittington 2,063,636 364,795 2,428,431
John P. Fletcher 1,526,781 287,240 1,814,021
J. David Works, Jr. 936,038 216,148 1,152,186
(1) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common
Stock on December 31, 2013 of $7.98 per share.
(2) These amounts reflect actual 2013 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 2013, 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 2013 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 of any medically demonstrable physical or mental condition,
excluding, however, incapacity resulting from a felonious enterprise; chronic alcoholism or addiction to drugs or
abuse; and self-inflicted injury or illness.