All existing change-in-control agreements with management are scheduled to expire, in accordance with their terms, on January 1, 2018. As a result:
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Effective September 1, 2017, Windstream Holdings and Anthony W. Thomas, President and Chief Executive Officer of Windstream Holdings, entered into an amended and restated employment agreement (the “Restated Employment Agreement”). The terms of Mr. Thomas’ employment as set forth in the Restated Employment Agreement are unchanged. To eliminate the need for two separate agreements, the Restated Employment Agreement incorporates the terms of Mr. Thomas’ change-in-control severance benefits (which have historically been maintained in a separate agreement). Accordingly, the Restated Employment Agreement replaces and supersedes the Employment Agreement dated December 11, 2014, as amended February 9, 2016 (the “Previous Employment Agreement”), and the Change-in-Control Agreement dated January 1, 2013, in each case by and between Mr. Thomas and Windstream Holdings.
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Additionally, on September 1, 2017, Windstream Services (i) entered into revised Change‑in‑Control and Severance Agreements with its executive officers and certain senior members of management (other than Mr. Thomas), including Robert E. Gunderman and John P. Fletcher, and (ii) adopted the Windstream Executive Severance Plan designed to provide severance benefits to certain other members of management (including John Eichler) under certain circumstances.
Restated Employment Agreement - Chief Executive Officer
Consistent with the terms of the Previous Employment Agreement, the Restated Employment Agreement provides that Mr. Thomas will be employed as Chief Executive Officer and President of Windstream Holdings and serve on its Board of Directors through December 31, 2019, subject to annual renewals thereafter (the “Employment Period”). During the Employment Period, Mr. Thomas’ annual base salary will not be less than $1,000,000 and his target annual bonus opportunity will not be less than 188% of his base salary. Additionally, Mr. Thomas will be eligible to participate in all equity incentive, employee benefits and perquisite plans, programs and arrangements that are no less favorable to Mr. Thomas than the plans, programs and arrangements provided to other senior executives of Windstream Holdings.
If, during the Employment Period, Mr. Thomas’ employment is terminated, other than for Cause, Disability or death, or Mr. Thomas terminates his employment with Windstream Holdings for Good Reason, other than during the two-year period following a Change in Control, then Windstream Holdings will pay to Mr. Thomas, in a lump sum, the following amounts: (i) his annual base salary through the date of termination and any other vested benefits, in each case to the extent not previously paid, and (ii) three times his annual base salary.
Read more: http://getfilings.com/sec-filings/170901/WINDSTREAM-HOLDINGS-INC_8-K/#ixzz56vnnZRko