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WINDSTREAM HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On August 19, 2014, Mr. Brent Whittington entered into an Agreement (the "Agreement") with Windstream Holdings, Inc. ("Windstream"), in conjunction with his decision to resign as Chief Operating Officer of Windstream on September 1, 2014. The Agreement provides that Mr. Whittington will receive a cash payment of $1.6 million, full vesting of his unvested time-based restricted shares, and pro-rated vesting of his performance-based restricted stock units for the 2014 performance cycle, along with accrued but unpaid dividend equivalents. In exchange for these benefits, Mr. Whittington has agreed to (i) continue serving as a full-time employee until September 1, (ii) execute a release of claims in favor of Windstream and its affiliates, and (iii) comply with certain non-disclosure, non-competition, and non-solicitation restrictions. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference. The Company's press release announcing Mr. Whittington's resignation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description Agreement, by and between Windstream and Brent Whittington, dated as of 10.1 August 19, 2014 99.1 Press Release dated August 19, 2014 -------------------------------------------------------------------------------- |