Windstream 2014 Annual Report Download - page 55

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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 herein) occurred on December 31, 2014 and Windstream terminated the executive’s employment without
“cause” (as defined herein) or the executive terminated his or her employment with Windstream for “good reason”
(as defined herein) immediately following such change-in-control.
Name
Cash
Severance
($) (1)
Pro-Rated
Bonus
($)
Cash
Equivalent
for Health Care
Premiums
($)
Outplacement
Services
($)
Accelerated
Vest ing of
Restricted
Shares
($) (2)
Total on a
Qualifying
Termination
Following a
Change-in-
Control
($) (3)
Anthony W. Thomas 4,365,000 455,000 55,673 50,000 3,324,626 8,250,299
Robert E. Gunderman 1,137,870 118,935 37,548 25,000 958,213 2,277,566
John P. Fletcher 2,781,000 412,000 56,323 50,000 2,067,614 5,366,937
J. David Works, Jr. 2,511,000 372,000 46,487 50,000 1,326,241 4,305,728
John C. Eichler 406,000 116,000 16,794 25,000 453,842 1,017,636
(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 2014 payouts are reflected in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table.