Windstream 2014 Annual Report Download - page 52

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Death or Disability
Windstream would have been obligated to provide each of the executive officers listed below (or his beneficiary)
with the following estimated payments in the event that he had died or become “disabled” (as defined below) while
employed with Windstream on December 31, 2014. Messrs. Gardner and Whittington are not included in the table
below because, as a result of their resignations during 2014, neither they nor their beneficiaries were entitled to death
or disability benefits on December 31, 2014.
Name
Accelerated Vesting
of Restricted
Shares
($) (1)
Accelerated
Vesting of
Annual
Incentive
Compensation
($) (2)
Total for
Death or Disability
($)
Anthony W. Thomas 3,324,626 127,400 3,452,026
Robert E. Gunderman 958,213 33,302 991,515
John P. Fletcher 2,067,614 115,360 2,182,974
J. David Works, Jr. 1,326,241 104,160 1,430,401
John C. Eichler 453,842 32,480 486,322
(1) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common
Stock on December 31, 2014 of $8.24 per share.
(2) These amounts reflect actual 2014 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 a named 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 2014, each of the named executive officers listed above
participated in the Performance Incentive Compensation Plan, which is an annual bonus plan. If an executive
either died or became “disabled” during the year, then his 2014 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 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.
Potential Payments Upon Termination or Change-in-Control
Windstream has entered into certain agreements and maintains certain plans and arrangements that require
Windstream or its successors to pay or provide certain compensation and benefits to its named executive officers
in the event of certain terminations of employment or a change-in-control of Windstream. The estimated amount
of compensation and benefits payable or provided to each named executive officer (except Messrs. Gardner and
Whittington) in each situation is summarized below, assuming that the triggering event occurred on the last day
of the 2014 fiscal year. With respect to Messrs. Gardner and Whittington, the actual amounts of compensation
and benefits paid to each of them in connection with their terminations of employment in 2014 are disclosed in the
“Compensation Discussion and Analysis” section of this Proxy Statement.
The actual amounts that would be paid to each named executive officer upon certain terminations of
employment or upon a change-in-control can only be determined at the time the actual triggering event occurs. The
estimated amounts of compensation and benefits described below are in addition to the benefits to which the named
executive officers would be entitled to receive upon termination of employment generally under the retirement