Windstream 2014 Annual Report Download - page 45

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(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 2014 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 2014 (i.e., the portion of the 2014
grant allocated to the 2014 performance period). The aggregate target amount of the first, second and third
tranches of the 2014 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 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. 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 2013 (i.e.,
the portion of the 2013 grant allocated to the 2014 performance period).
(3) 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 third tranche of the total grant of PBRSUs in 2012 (i.e.,
the portion of the 2012 grant allocated to the 2014 performance period).
(4) While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these
amounts equal the sum of the target amount of the first tranche of the 2014 grant of PBRSUs plus one-third (1/3)
of the 2014 Overachievement Amount (as defined below). Pursuant to the 2014 grant of PBRSUs, each NEO is
entitled to receive an additional number of shares following completion of the three-year vesting period equal
to 50% of his Total Target Amount (the “2014 Overachievement Amount”) if (i) Windstream’s total stockholder
return exceeds 75% of the S&P 500 during the vesting period, and (ii) at least the minimum threshold of
the Adjusted OIBDA goal is met in each of the three fiscal performance periods covered by the three-year
vesting period.
(5) While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal,
these amounts equal the sum of the target amount of the second tranche of the 2013 grant of PBRSUs plus
one-third (1/3) of the 2013 Overachievement Amount (as defined below). Pursuant to the 2013 grant of PBRSUs,
each NEO is entitled to receive an additional number of shares following completion of the three-year vesting
period equal to 50% of his Total Target Amount (the “2013 Overachievement Amount”) if (i) Windstream’s
total stockholder return exceeds 75% of the S&P 500 during the vesting period, and (ii) at least the minimum
threshold of the Adjusted OIBDA goal is met in each of the three fiscal performance periods covered by the
three-year vesting period.
(6) While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these
amounts equal the sum of the target amount of the third tranche of the 2012 grant of PBRSUs plus one-third
(1/3) of the 2012 Overachievement Amount (as defined below). Pursuant to the 2012 grant of PBRSUs, each
NEO is entitled to receive an additional number of shares following completion of the three-year vesting period