Windstream 2015 Annual Report Download - page 46

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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 2014 (i.e., the portion of the 2014 grant
allocated to the 2015 performance period). These PBRSUs were granted prior to the spin-off of CS&L and will
be payable in shares of CS&L common stock and Windstream common stock upon vesting. See “Compensation
Discussion and Analysis—Elements of 2015 Compensation—Effect of CS&L Spin-off on Outstanding Equity
Awards” for additional information. See also the Outstanding Equity Awards at Fiscal Year-End table for the
number of shares of CS&L common stock, in addition to Windstream common stock, that may be payable upon
vesting for each of these PBRSU awards.
(3) These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based
restricted stock units (PBRSUs) granted to the NEO 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
OIBDAR 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 2013 (i.e., the portion of the 2013 grant
allocated to the 2015 performance period). These PBRSUs were granted prior to the spin-off of CS&L and will
be payable in shares of CS&L common stock and Windstream common stock upon vesting. See “Compensation
Discussion and Analysis—Elements of 2015 Compensation—Effect of CS&L Spin-off on Outstanding Equity
Awards” for additional information. See also the Outstanding Equity Awards at Fiscal Year-End table for the
number of shares of CS&L common stock, in addition to Windstream common stock, that may be payable upon
vesting for each of these PBRSU awards.
(4) While no additional amounts are awarded if actual Adjusted OIBDAR exceeds the target performance goal,
these amounts equal the sum of the target amount of the first tranche of the 2015 grant of PBRSUs plus
one-third (1/3) of the 2015 Overachievement Amount (as defined below). Pursuant to the 2015 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 “2015 Overachievement Amount”) if (i) Windstream’s
total stockholder return exceeds 75% of the S&P 400 Midcap during the vesting period, and (ii) at least the
minimum threshold of the Adjusted OIBDAR goal is met in each of the three fiscal performance periods
covered by the three-year vesting period. If Windstream fails to achieve the threshold of the Adjusted OIBDAR
goal with respect to any of the 2015, 2016 or 2017 performance periods, the additional payout opportunity will
be reduced proportionately.
(5) No additional amounts are awarded if actual Adjusted OIBDAR exceeds the target performance goal. Pursuant
to the 2014 grant of PBRSUs, however, each NEO would have been entitled to receive an additional number
of shares following completion of the three-year vesting period equal to 50% of his target amount of PBRSUs
granted in 2014 (the “2014 Overachievement Amount”) if (i) Windstream’s total stockholder return exceeded
75% of the S&P 500 during the vesting period, and (ii) at least the minimum threshold of the Adjusted OIBDAR
goal was met in each of the three fiscal performance periods covered by the three-year vesting period. However,
because the minimum threshold of the Adjusted OIBDAR goal for the 2014 performance period was not met,
the 2014 Overachievement Amount lapsed.
(6) No additional amounts are awarded if actual Adjusted OIBDAR exceeds the target performance goal. Pursuant
to the 2013 grant of PBRSUs, however, each NEO would have been entitled to receive an additional number
of shares following completion of the three-year vesting period equal to 50% of his target amount of PBRSUs
granted in 2013 (the “2013 Overachievement Amount”) if (i) Windstream’s total stockholder return exceeded
75% of the S&P 500 during the vesting period, and (ii) at least the minimum threshold of the Adjusted OIBDAR
goal was met in each of the three fiscal performance periods covered by the three-year vesting period. However,
because the minimum threshold of the Adjusted OIBDAR goal for the 2014 performance period was not met,
the 2013 Overachievement Amount lapsed.