Windstream 2014 Annual Report Download - page 46
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equal to 50% of his Total Target Amount (the “2012 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.
(7) No options have been awarded by Windstream for fiscal years 2014, 2013 and 2012 to any of the named
executive officers.
(8) Represents restricted stock granted to the NEO that will vest ratably in one-third (1/3) annual increments
subject to continuous employment through March 1, 2017.
(9) Represents restricted stock granted to Mr. Thomas in connection with his appointment as President and Chief
Executive Officer of Windstream that will vest in full on the third anniversary of the grant date, or December 19,
2017, subject to continuous employment through such date.
(10) Represents restricted stock granted to Mr. Gunderman in connection with his assumption of the role of Chief
Financial Officer and Treasurer on a non-interim basis that will vest in full on the third anniversary of the grant
date, or December 19, 2017, subject to continuous employment through such date.
(11) Represents the grant date fair value calculated in accordance with applicable standards for financial statement
reporting purposes in accordance with FASB ASC Topic 718. The grant date fair values for the time-vesting
restricted stock is determined on the closing stock price of Windstream Common Stock on the date of grant.
The grant date fair values of the performance-based equity awards and the Overachievement Amount are
based on the stock price of Windstream Common Stock on the date of the grant, which is considered the date
the performance targets were set. Shares related to the 2014, 2013 and 2012 overachievement amounts cliff
vest in 2017, 2016 and 2015, respectively, if at all, based on the performance criteria described above. Because
the overachievement amounts are conditioned upon achievement of at least the threshold level of the Adjusted
OIBDA goal set by the Compensation Committee at the start of each performance period, only one-third (1/3)
of the overachievement shares related to the 2014, 2013 and 2012 criteria were included in the grant date fair
value calculation.