Windstream 2013 Annual Report Download - page 51

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(other than as a result of conversion of the stockholder’s pre-combination interest in Windstream); or the
members of Windstream’s board of directors (immediately before the combination) do not make up a
majority of the board of the combined enterprise; or (iv) stockholders approve a complete liquidation of
Windstream.
• Cause. In general a termination is for cause if it is for any of the following reasons: (i) the willful failure
by the executive substantially to perform his duties with Windstream; (ii) a conviction, guilty plea or
plea of nolo contendere of the executive for any felony; (iii) the willful misconduct by the executive that
is demonstratively and materially injurious to Windstream or its affiliates, monetarily or otherwise; (iv)
a material violation by the executive of the corporate governance board guidelines and code of ethics of
Windstream or any affiliate; (v) a material violation by the executive 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 the executive 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 the executive
of any non-solicitation or confidentiality restrictions.
• Good Reason. In general a termination by the executive is for good reason if it is for any of the following
reasons: (i) the assignment to the executive of any duties inconsistent with the executive’s status as an
executive officer or a substantial adverse change in the nature or status of the executive’s responsibilities;
(ii) a reduction by Windstream in the executive’s annual base salary; (iii) the relocation of the principal
executive offices of Windstream by more than 35 miles or Windstream’s requiring the executive to
be based anywhere other than its principal executive offices; (iv) the failure by Windstream to pay to
the executive any portion of the executive’s current compensation, deferred compensation or business
expense reimbursements; (v) the failure by Windstream to continue in effect any compensation plan in
which the executive participates unless an equitable alternative arrangement has been made, or the failure
by Windstream to continue the executive’s participation in those plans; (vi) the failure by Windstream
to continue to provide the executive with benefits substantially similar to those enjoyed by the executive
under any of Windstream’s retirement, welfare and fringe benefit plans; (vii) any purported termination
by Windstream of the executive’s employment that is not effected in accordance with the terms of the
Change-in-Control Agreement; or (viii) any failure by Windstream to require the successor to assume
the agreement.
Qualifying Termination Following Change-in-Control
Each executive officer listed below would have been entitled to the following estimated payments and
benefits from Windstream or its successor if a change-in-control (as defined below) occurred on December 31,
2013 and Windstream terminated the executive’s employment without “cause” (as defined below) or the executive
terminated his or her employment with Windstream for “good reason” (as defined below) immediately following
such change-in-control.
Name
Cash
Severance
($) (1) Pro-Rated Bonus
Cash
Equivalent
for Health Care
Premiums
($)
Outplacement
Services
($)
Accelerated
Vesting of
Restricted
Shares (2)
($)
Total on a
Qualifying
Termination
Following a
Change-in-
Control
($) (3)
Jeffery R. Gardner 7,050,000 1,350,000 56,122 50,000 7,027,476 15,533,598
Anthony W. Thomas 2,700,000 400,000 55,418 50,000 1,526,781 4,732,199
Brent Whittington 3,429,000 508,000 56,122 50,000 2,063,636 6,106,758
John P. Fletcher 2,700,000 400,000 51,765 50,000 1,526,781 4,728,546
J. David Works, Jr. 2,193,000 301,000 47,613 50,000 936,038 3,527,651
(1) This amount includes the annual incentive compensation for the year of termination, which is reflected in
the Grants of Plan-Based Awards Table. Actual 2013 payouts are reflected in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table.