Windstream 2013 Annual Report Download - page 52

46 |
(2) 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.
(3) None of the named executive officers is eligible to receive a tax gross-up payment for the golden parachute
excise tax imposed on the change in control severance benefits under Sections 280G and 4999 of the tax code.
Instead, each of them would either (i) have his or her severance benefits reduced to a level such that the golden
parachute excise tax would not apply, or (ii) receive all the benefits to which he or she is entitled and pay the
related excise tax, whichever would result in the greater net after-tax benefit to the executive. For purposes of
these calculations, we have assumed that the severance benefits would not be reduced.
Clawback Policy. Windstream has a clawback policy that requires executive officers to repay or forfeit
performance-based compensation under certain conditions. Effective January 1, 2013, the policy covers the following
types of compensation: annual or short-term incentive compensation, performance-based restricted stock or units,
other performance-based compensation, and such other compensation as may be designated by resolution to be subject
to the policy. The policy does not cover time-based restricted stock or severance benefits awarded under a change-
in-control agreement. Under the policy, each executive officer is required to forfeit or repay covered compensation,
to the fullest extent permitted by law, if all of the following conditions are met: (i) Windstream financial statements
filed during an executive officer’s employment become subject to a restatement; (ii) the Board determines that fraud
caused or significantly contributed to the need for the restatement; (iii) the Board determines that the restatement
applies to the covered compensation; and (iv) the Board determines in its sole discretion that it is in the best interests
of Windstream and its stockholders for the executive officer to repay the covered compensation. The policy is limited
to compensation that is vested or paid based on the achievement of financial results that subsequently become subject
to restatement. The Board can determine that a restatement applies to covered compensation if the vesting or payment
of such compensation was based on the achievement of financial results that were subsequently the subject of a
restatement, and the amount of compensation that would have been received by the executive officer had the financial
results been properly reported, after giving effect to the restatement, would have been lower than the amount actually
received. Each executive officer is required to sign an agreement that he or she has received, read and understood the
policy. In addition, the policy provides that repayment and forfeiture remedies are not the exclusive remedies and that
Windstream may pursue every other right or remedy at law or in equity available.