Exhibit 10.1

EMPLOYMENT AGREEMENT

BETWEEN

WINDSTREAM HOLDINGS, INC. AND ANTHONY W. THOMAS

This Employment Agreement (this “ Agreement ”) is restated and amended, effective as of September 1, 2017 (the “ Effective Date ”), by and between Windstream Holdings, Inc., a Delaware corporation (“ Windstream ” or the “ Corporation ”), and Anthony W. Thomas (the “ Executive ”). This Agreement amends and restates the Employment Agreement dated December 11, 2014. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

For purposes of this Agreement, the following terms shall have the meanings indicated below:

1.1    “ Annual Incentive Plan ” shall mean the Windstream Corporation Performance Incentive Compensation Plan and any one or more other formalized plans, if any, in which the Executive is eligible to participate providing incentive compensation payable in cash to eligible participants determined on the basis of a measuring period not in excess of 12 calendar months, but shall expressly exclude, without limitation, the Windstream 2007 Deferred Compensation Plan, any plan qualified or intended to be qualified under Section 401(a) of the Code, and any plan supplementary thereto, the Windstream 2006 Equity Incentive Plan, and any other plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued, any amendment or restatement of, or successor plan to, any of the foregoing plans in effect from time to time, and any executive fringe benefits.

1.2    “ Annual Incentive Target ” means the Executive’s target annual incentive opportunity expressed as a percentage of the Executive’s base salary. Any “special” or other bonus arrangements are specifically excluded from this definition.

1.3    “ Base Salary ” shall have the meaning given to such term in Section 5.1, except that where the Base Salary of the Executive has, notwithstanding the provisions of Section 5.1, been reduced, Base Salary shall mean the Base Salary without giving effect to the reduction.

1.4    “ Beneficiary ” shall mean the person so designated by the Executive in a written notice to Windstream prior to his death, and in the absence of a written beneficiary designation, the Executive’s Beneficiary shall be his surviving Spouse, or if he has no surviving Spouse, his estate, except (in each case) where otherwise required by law or the terms of an applicable compensation arrangement or employee benefit plan.

1.5    “ Board ” shall mean the Board of Directors of Windstream Group or a duly authorized committee of the Board, including, without limitation, the Compensation Committee of the Board.

1.6    “ Business Combination ” shall mean the consummation of a reorganization, merger or consolidation or sale or other disposition of more than 50% of the assets of the Corporation.

1.7    “ Cause ” shall have the meaning given to such term in Section 7.3.

1.8     “ Change in Control ” means if at any time any of the following events shall have occurred:

(i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of Voting Securities of the Corporation where such acquisition causes any such Person to own 50% or more of the combined voting power of the outstanding Voting Securities; provided, however, that for purposes of this definition, any acquisition by any Person pursuant to a transaction that complies with clauses (A), (B) and (C) of subparagraph (iii). below shall not be deemed to result in a Change in Control;

(ii) Individuals constituting the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose appointment or election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) A Business Combination unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, of the outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding Voting Securities, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were

members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

1.9    “ Change in Control Protection Period ” means the period commencing on a Change in Control and ending on the second anniversary thereof.

1.10    “ Change in Control Severance Benefits ” shall mean:

(i)    A lump sum payment equal to the product of (x) the Executive’s Annual Incentive Target in effect immediately prior to the Change in Control, or, if higher, on the Termination Date and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Termination Date, and the denominator of which is 365;

(ii)    A lump sum payment equal to the product of: (x) THREE and (y) the sum of (i) the Executive’s Base Salary in effect immediately prior to the Change in Control, or, if higher, on the Termination Date plus (ii) the Executive’s Annual Incentive Target in effect immediately prior to the Change in Control, or, if higher, on the Termination Date;

(iii)    a lump sum payment, in cash, equal to the product of ( x) THIRTY‑SIX and (y) the Executive’s monthly premium for health and dental insurance continuation coverage for the Executive and the Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), based on the monthly premium rate for such coverage in effect on the Date of Termination and

(iv)    Outplacement services from a recognized outplacement service provider paid for by Windstream provided that (x) the cost to Windstream shall not exceed $50,000, and (y) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond 12 months after the Executive’s Date of Termination.

The above‑stated amounts shall be in lieu of any severance benefits to which the Executive would otherwise be entitled under any severance plan, program, policy or practice or contract or agreement of the Windstream Group.

1.11    “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

1.12    “ Compensation Committee ” shall mean the Compensation Committee of the Board or, with respect to any period during which there is no Compensation Committee of the Board, the Board.

1.13    “ Confidential Information ” shall have the meaning given to such term in Section 8.11.

1.14    “ Disability ” shall mean the incapacity of the Executive, due to injury, illness, disease, or bodily or mental infirmity, to engage in the performance of his usual duties as contemplated by Section 3, except for an incapacity of the Executive for a period of less than 180 consecutive calendar days or any incapacity for which the Board has not provided Executive with at least 20 business days advance written notice that it intends to seek competent medical advice as to whether or not a Disability exists. Disability shall be determined by the Board in the good‑faith exercise of its discretion upon receipt of and in reliance on competent medical advice from one or more individuals who are qualified to give professional medical advice on the matters that are relevant to the Executive’s condition selected by the Board.

1.15    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

1.16    “ Good Reason ” shall mean the occurrence on or after the Effective Date and no more than 90 calendar days prior to the date that Notice of Termination is given by the Executive in accordance with Section 7.5 or 7.6, without the Executive’s express written consent, of any one or more of the following:

(i)    Any action of Windstream that results in a material adverse change in the Executive’s position (including status, offices, title, and reporting requirements), authorities, duties, or other responsibilities;

(ii)    A material reduction by Windstream in the Executive’s compensation, as contemplated by Section 5, or, following or as a result of a Change in Control, any reduction by Windstream in Executive's compensation, as contemplated by Section 5;

(iii)    The failure of the Board to nominate the Executive for election or re‑election to the Board; and

(iv)    A material breach by Windstream of any provision of this Agreement;

(v)      following or as a result of a Change in Control, the relocation of the principal executive offices of Windstream to a location more than 35 miles from the location of such offices immediately prior to the Change in Control or Windstream's requiring the Executive to be based anywhere other than at the principal executive offices of Windstream immediately prior to the Change in Control, or in the case that the Executive was not based at the principal executive offices of the Corporation immediately prior to the Change in Control, to a location more than 35 miles from the location where the Executive was based immediately prior to the Change in Control, except for required business travel to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Change in Control;

provided, however, that before the Executive may resign for Good Reason, Windstream must have an opportunity within 30 days following delivery of such Notice of Termination to cure the Good Reason condition.

Notwithstanding the foregoing, in no event shall any of the following constitute “Good Reason”:

(i)      A reduction in any component of the Executive’s compensation if coincident with the reduction in that component of the Executive’s compensation one or more other components of the Executive’s compensation is or are increased or a substitute or alternative is provided so that the Executive’s overall compensation is not (A) materially reduced or (B) reduced in any respect at any time following or as a result of a Change in Control;

(ii)      The Executive does not earn cash bonuses or benefit from equity incentives awarded to the Executive because one or more performance goals or targets (including appreciation in value related to equity awards) was or were not achieved; and

(iii)      The suspension of the Executive for the period during which the Board is making a determination whether to terminate the Executive for Cause in accordance with Section 7.3.

1.17    “ Incumbent Board ” shall mean the individuals who, as of the Effective Date, constitute the Board.

1.18    “ Notice of Termination ” shall have the meaning given to such term in Section 12.1.

1.19    “ Ordinary Termination Benefits ” shall mean (i) the Executive’s Base Salary earned but not paid through the Termination Date and (ii) Other Vested Benefits.

1.20    “ Other Vested Benefits ” shall mean all accrued but unpaid vacation pay as of the Termination Date and any amount payable to the Executive under the terms of the Annual Incentive Plan or other incentive plan with respect to any completed fiscal year or other measuring period ending prior to the measuring period during which the Termination Date occurs, but expressly excluding Base Salary, Severance Benefits, or Change in Control Severance Benefits.

1.21    “ Person ” shall mean any individual, entity or “group,” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

1.22    “ Prior Annual Incentive Amount ” shall mean the amount of cash compensation that was paid or payable to the Executive under the Annual Incentive Plan for the measuring period ending immediately prior to the measuring period during which the Termination Date occurs.

1.23    “ Protective Covenants ” shall mean the Executive’s obligations under Section 8 of this Agreement.

1.24    “ Release ” shall have the meaning given to such term in Section 7.7.

    

1.25    “ Release Deadline ” shall have the meaning given to such term in Section 7.7.

1.26    “ Section 409A ” shall mean Section 409A of the Code, and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

1.27    “ Severance Benefits ” shall mean a lump‑sum payment, in cash, equal to the Executive’s annual Base Salary multiplied by three, which amount shall be in lieu of any severance benefits to which the Executive would otherwise be entitled under any severance plan, program, policy or practice or contract or agreement of the Windstream Group.

1.28    “ Spouse ” shall mean the person (if any) to whom the Executive is legally married at the relevant time, or if the Executive is deceased, the person (if any) to whom the Executive was legally married at the time of the Executive’s death.

1.29    “ Term ” shall have the meaning given to such term in Section 2.

1.30    “ Termination Date ” shall mean the effective date of the termination of the Executive’s employment with the Windstream Group during the Term that constitutes a “separation from service” within the meaning of Section 409A. Windstream and the Executive shall take all steps necessary (including with regard to any post‑termination services by the Executive) to ensure that any termination described in Section 7 of this Agreement constitutes a “separation from service” within the meaning of Section 409A, and the date on which such separation from service takes place shall be the “Termination Date.”

1.31    “ Voting Securities ” shall mean the securities of the Corporation which entitle the owner or holder thereof to vote generally for the election of Corporation directors.

1.32    “ Windstream Group ” shall mean, collectively, Windstream and all other entities that are direct or indirect subsidiaries or affiliates of Windstream from time to time, and a “member” of the Windstream Group shall mean Windstream or any of such entities.

1.33    “ Windstream Parties ” shall have the meaning given to such term in Section 8.6.

(A) Windstream shall employ the Executive, and may cause any other member of the Windstream Group to employ the Executive, and the Executive shall continue his employment in accordance with the terms and conditions set forth herein, for the “Term” of this Agreement.

(B) The “ Term ” shall mean the period commencing on the Effective Date and ending on the earlier of: (i) the Termination Date; or (ii) December 31, 2019. To the extent not previously terminated, the Term shall be automatically renewed for successive one‑year periods upon the terms and conditions set forth herein, commencing on December 31, 2019, and on each December 31 thereafter, unless either party gives the other party notice at least 90 calendar days prior to the end of such initial or extended Term that the Term shall not be so extended. For purposes of this Agreement, any reference to the “Term” of this Agreement shall include the original term and any extension thereof. Notwithstanding the foregoing, upon the execution of a definitive agreement for a Change in Control or the consummation of a Change in Control, the Term shall be automatically extended so that the Term shall continue in full force and effect until

the second anniversary of the Change in Control. If the definitive agreement for the Change in Control is terminated prior to consummation, the automatic extension described in the previous sentence shall not apply. In the event of a termination, the Executive is not entitled to any additional compensation, benefits or other payments other than as provided in Section 7 of this Agreement.

(A) During the Term, the Executive shall serve as the Chief Executive Officer and President of Windstream, with such duties and responsibilities as are commensurate with such positions, reporting directly to the Board. In addition, Windstream shall cause the Executive to serve as a member of the Board, and during the Term, the Executive shall remain on the Board, subject to Section 8.7.

(B) The Executive agrees to serve, without additional compensation, as an officer and director for each member of the Windstream Group (other than Windstream), as determined by Windstream, provided that such service does not materially interfere with the Executive’s performance of his duties and responsibilities as a member of the Board and Chief Executive Officer and President of Windstream.

(C) The Executive acknowledges and agrees to comply with the Windstream’s stock ownership guidelines for the Chief Executive Officer position, as the same may be amended from time to time.

(D) The Executive has executed the Windstream Clawback Policy Acknowledgement and Agreement as of the Effective Date. The Executive acknowledges that, notwithstanding any provision of this Agreement to the contrary, any incentive compensation or performance‑based compensation paid or payable to the Executive hereunder shall be subject to repayment or recoupment obligations arising under applicable law or the Windstream Policy Regarding Repayment or Forfeiture of Certain Compensation By Executive Officers, as the same may be amended from time to time.

During the Term, the Executive shall devote substantially his full business time, attention, and energies to the business of the Windstream Group. During the Term, it shall not be a violation of this Agreement for the Executive to serve as a director of or officer of or otherwise participate in other businesses and civic, charitable, and educational organizations so long as that service or participation is not injurious to the Windstream Group, does not violate any provision of Section 8, and does not interfere with the performance of his duties for the Windstream Group. During the Term, the Executive shall:

(A) Devote his best efforts to the fulfillment of his employment obligations hereunder;

(B) Exercise the highest degree of care and loyalty to the Windstream Group and the highest standards of conduct in the performance of his duties;

(C) Comply with the policies, corporate governance board guidelines and code of ethics of each member of the Windstream Group; and

(D) Do nothing that intentionally harms, in any way, the business or reputation of the Windstream Group.

As remuneration for all services to be rendered to the Windstream Group by the Executive during the Term and except as otherwise provided in this Agreement, Windstream shall pay or provide, or cause another member of the Windstream Group to pay or provide, to the Executive the following:

5.1      Base Salary .

During the Term, and effective December 14, 2014, the Executive shall receive a base salary (“ Base Salary ”) at a rate of no less than $1,000,000 per annum. During the Term, the Executive’s Base Salary shall be reviewed annually by the Board and may be increased by the Board in its sole and absolute discretion. If so increased, the Base Salary shall be increased for all purposes of this Agreement. Once so increased, the Base Salary shall not be decreased during the Term. The Executive’s Base Salary shall be paid to the Executive in installments throughout the year, consistent with the normal payroll practices of Windstream.

5.2     Annual Bonus .

For each fiscal year during the Term, the Executive shall be eligible to participate in the Annual Incentive Plan under terms and conditions no less favorable than other senior executives of Windstream; provided, however, that the Executive’s Annual Incentive Target shall not be less than 188% of his Base Salary after the Effective Date (or such higher percentage as determined by the Board from time to time). Nothing contained in this Section 5.2 will guarantee the Executive any specific amount of incentive compensation, or prevent the Board from establishing performance goals and compensation targets applicable only to the Executive.

5.3     Equity Award .

Subject to and conditioned up the approval of the Compensation Committee, on or before December 19, 2014 the Company shall grant to the Executive a time‑based restricted share award with a grant date value of $1,000,000, which award shall vest in full on the third anniversary of the date of grant and shall otherwise be granted upon the terms, and subject to the conditions, of the award agreement evidencing the grant and approved by the Compensation Committee.

5.4     Other Benefits .

During the Term, the Executive shall be eligible to participate in all equity incentive, employee benefits and perquisite plans, programs and arrangements that are no less favorable to the Executive than the plans, programs and arrangements provided to other senior executives of Windstream from time to time.

Windstream shall pay or reimburse the Executive for ordinary and necessary employment‑related expenses of the Executive on a basis that is no less favorable to the Executive than the basis on which payment or reimbursement of employment‑related expenses is made from time to time to other senior executives of Windstream.

7.1     Termination Due to Death . In the event of the death of the Executive during the Term, Windstream shall pay or provide to the Executive’s Beneficiary, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

7.2     Termination Due to Disability . In the event of the Executive’s Disability during the Term, the Board may terminate or cause to be terminated the Executive’s employment under this Agreement by Notice of Termination of the termination of the Executive’s employment for Disability in accordance with this Section 7.2 given at least 10 business days prior to the effective date of such termination. A termination for Disability shall become effective upon the end of the 10‑business‑day notice period. Upon the Termination Date on account of Disability, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

7.3     Termination for Cause .

(A) The Board may terminate or cause to be terminated the Executive’s employment under this Agreement for “Cause” in accordance with this Section 7.3 at any time during the Term. Upon a termination for Cause under this Section 7.3 during the Term, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

(B) “ Cause ” shall mean (i) the willful failure by the Executive substantially to perform the Executive’s duties with the Windstream Group, other than any failure resulting from the Executive’s incapacity due to physical or mental illness or any actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive in accordance with Section 7.5 or 7.6, that continues for at least 30 calendar days after the Board delivers to the Executive a written demand for performance that identifies specifically and in detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; (ii) a conviction, guilty plea or plea of nolo contendere of the Executive for any felony; (iii) gross negligence or willful misconduct by the Executive that is intended to or does result in the Executive’s substantial personal enrichment or a material detrimental effect on the reputation or business of any member of the Windstream Group; (iv) a material violation by the Executive of the corporate governance board guidelines or the code of ethics of any member of the Windstream Group; (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 the Executive’s duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of any member of the Windstream Group; or (vii) a material breach by the

Executive of any Protective Covenants during the Term. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without the Executive’s reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Windstream Group. Whether an act or failure to act by the Executive constitutes “Cause” shall be determined subject to the following requirements:

(i) Notice of Termination shall be provided to the Executive not less than 10 business days prior to the effective date of the termination setting forth the intention of the Board to consider terminating the Executive for Cause, including a statement of the intended effective date of termination and a description of the specific facts believed to constitute Cause;

(ii) None of the acts or omissions of the Executive that the Board believes to constitute Cause shall have occurred more than 365 calendar days before the earliest date on which any member of the Board who is not a party to the act or omission knew or should have known of such act or omission;

(iii) The Executive shall be offered an opportunity to respond to the statement required by clause (i) above by appearing in person, together with the Executive’s legal counsel, before the Board prior to the date of termination;

(iv) By the affirmative vote of at least 75% of the non‑employee members of the Board present at the Board meeting at which the determination is made, the Board shall determine that the specified facts constituted Cause and that the Executive’s employment should accordingly be terminated for Cause; and

(v) Windstream shall provide the Executive a copy of the Board’s written determination setting forth with specificity the basis of the termination for Cause and stating the effective date of termination.

Any purported termination for Cause that does not satisfy each substantive and procedural requirement of this Section 7.3(B) shall be treated for all purposes under this Agreement as a termination of the Executive’s employment under Section 7.5.

(C) By determination of the Board, Windstream (and any other member of the Windstream Group then employing the Executive) may, upon written notice to the Executive, suspend the Executive from his duties for a period of up to 30 calendar days with full pay and benefits hereunder during the period of time during which the Board is making a determination under Section 7.3(B) whether to terminate the Executive’s employment for Cause.

7.4     Voluntary Termination by the Executive Other Than for Good Reason .

(A)    The Executive may terminate his employment under this Agreement other than for Good Reason in accordance with this Section 7.4 at any time during the Term by giving the Board at least 30 calendar days’ prior Notice of Termination in accordance with this Section 7.4. The termination automatically shall become effective upon the expiration of the notice period.

The Executive’s right to terminate his employment under this Section 7.4 shall not be affected by the Executive’s disability or incapacity.

(B)    Upon a termination other than for Good Reason under this Section 7.4 during the Term, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

7.5     Termination by Windstream Other Than for Cause, Disability, or Death or by the Executive for Good Reason, in Each Case Outside a Change in Control Protection Period .

(A)    The Board may, in the exercise of its sole and absolute discretion, terminate or cause to be terminated the Executive’s employment under this Agreement other than for Cause, Disability, or Death, outside a Change in Control Protection Period, in accordance with this Section 7.5 at any time during the Term by Notice of Termination to the Executive specifying the effective date of termination, which effective date shall not be earlier than the date on which the Notice of Termination under this Section 7.5 is given to the Executive. The Executive may terminate his employment under this Agreement for Good Reason, outside a Change in Control Protection Period, in accordance with this Section 7.5 at any time during the Term by giving the Board 30 calendar days’ Notice of Termination in accordance with this Section 7.5, which must set forth in reasonable detail the facts and circumstances that are claimed to provide a basis for the Good Reason termination. The termination automatically shall become effective upon the expiration of the applicable cure period. The Executive’s right to terminate his employment for Good Reason under this Section 7.5 shall not be affected by the Executive’s disability or incapacity. The Executive’s continued employment under this Agreement shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

(B)    Upon a termination by Windstream other than for Cause, Disability or Death or by the Executive for Good Reason, in each case outside of a Change in Control Protection Period, under this Section 7.5 during the Term, Windstream shall pay or provide or cause another member of the Windstream Group to pay or provide to the Executive in full satisfaction of all amounts due (i) the Ordinary Termination Benefits in a single lump sum within 10 business days after the Termination Date, and (ii) the Severance Benefits in a single lump sum within 10 business days after the Release Deadline set forth in Section 7.7.

7.6     Termination During Change in Control Protection Period .

(A)    The Board may, in the exercise of its sole and absolute discretion, terminate or cause to be terminated the Executive’s employment under this Agreement other than for Cause, Disability, or death in accordance with this Section 7.6 at any time during a Change in Control Protection Period by Notice of Termination to the Executive specifying the effective date of termination, which effective date shall not be earlier than the date on which the Notice of Termination under this Section 7.6 is given to the Executive. The Executive may terminate his employment under this Agreement for Good Reason in accordance with this Section 7.6 at any time during a Change in Control Protection Period by giving the Board 30 calendar days’ Notice of Termination in accordance with this Section 7.6, which must set forth in reasonable detail the

facts and circumstances that are claimed to provide a basis for the Good Reason termination. The termination automatically shall become effective upon the expiration of the applicable cure period. The Executive’s right to terminate his employment for Good Reason under this Section 7.6 shall not be affected by the Executive’s Disability or incapacity. The Executive’s continued employment under this Agreement shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

(B)    Upon a termination by Windstream other than for Cause, Disability, or death or by the Executive for Good Reason under this Section 7.6 during a Change in Control Protection Period, Windstream shall pay or provide or cause another member of the Windstream Group to pay or provide to the Executive in full satisfaction of all amounts due (i) the Ordinary Termination Benefits in a single lump sum within 10 business days after the Termination Date, and (ii) the Change in Control Severance Benefits in a single lump sum within 10 business days after the Release Deadline set forth in Section 7.7.

(C)    If (i) the Executive is terminated by Windstream without Cause, or an event constituting Good Reason occurs, following the public announcement of a definitive agreement that, when consummated, would constitute a Change in Control, and (ii) such Change in Control is consummated, then the termination or event constituting Good Reason will be deemed to occur within the Change in Control Protection Period, and the Executive may exercise his rights under this Section 7.6 following the consummation of such Change in Control.

7.7     Release . Notwithstanding anything contained in this Agreement to the contrary, Windstream shall only be obligated to pay or provide Severance Benefits or Change in Control Severance Benefits if the Executive timely executes and does not timely revoke a release of claims in the form attached hereto as Exhibit A (the “ Release ”). The Release must be signed by the Executive and become effective and irrevocable in accordance with its terms (taking into account any applicable revocation period set forth therein), within 45 days after the date of the Executive’s Termination Date (the “ Release Deadline ”).

7.8     Non‑Exclusivity of Rights .

Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Windstream Group at or subsequent to the Termination Date shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Ordinary Termination Benefits shall be paid in a single cash lump sum within 10 business days after the Termination Date.

8.1     Return of Property .

Within five calendar days after the date of the termination of the Executive’s employment with the Windstream Group, the Executive shall deliver to Windstream all of the Windstream Group’s property in his possession, custody or control, including, without limitation, all keys and credit cards, all computers and fax machines, and all files, documents, data and information in

any medium relating in any way to the Windstream Group or its employees, suppliers, customers or business.

8.2     Non‑Disclosure .

By executing this Agreement, during the Executive’s employment and after the Termination Date, the Executive agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for the Executive to perform the Executive’s responsibilities for the Windstream Group, any of the Windstream Group members’ Confidential Information (as defined in Section 8.11 below) acquired by the Executive in connection with the Executive’s employment with the Windstream Group. The Executive acknowledges that the Confidential Information is the exclusive property of the Windstream Group. Upon termination of the Executive’s employment with the Windstream Group, for any reason, or at the request of the Windstream Group at any time, the Executive shall promptly return to the Windstream Group all property then in the Executive’s possession, custody or control belonging to the Windstream Group, including all Confidential Information. The Executive shall not retain any copies of correspondence, memoranda, reports, notebooks, drawings, photographs or other documents in any form whatsoever (including information contained in computer or other electronic memory or on any computer or electronic storage device) relating in any way to the affairs of the Windstream Group and which were entrusted to the Executive or obtained by the Executive at any time during employment with the Windstream Group.

8.3     Non‑Competition .

By executing this Agreement, the Executive agrees that, during the Executive’s employment and during the Protection Period (as defined in Section 8.11 below), and within the Restricted Territory (as defined in Section 8.11 below), he will not, in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, perform services for or on behalf of a Competing Business (as defined in Section 8.11 below) in a Prohibited Capacity (as defined in Section 8.11 below).

8.4     Customer Non‑Solicitation .

By executing this Agreement, the Executive agrees that, during employment with the Windstream Group and thereafter during the Protection Period, the Executive will not, directly or indirectly (in a capacity where the Executive could use specialized knowledge, training, skill or expertise, Confidential Information, or customer contacts or information obtained from Windstream to the detriment of Windstream): (a) solicit, attempt to solicit, call on, or accept business from any Customer (as defined in Section 8.11 below) or (b) in any manner cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential business relationship with any Windstream Group member.

8.5     Employee Non‑Solicitation .

By executing this Agreement, the Executive agrees that, during employment with the Windstream Group and thereafter during the Protection Period, the Executive will not directly or indirectly engage, solicit, hire, attempt to hire, or encourage any current employee or former

employee (limited to former employees whose employment has been terminated or concluded for less than six months) of any Windstream Group member to leave or terminate his or her employment relationship with any Windstream Group member.

8.6     Harmful Statements .

The Executive shall not at any time disseminate any information or make any statements, whether written, oral or otherwise, that are negative, disparaging or critical of Windstream, any member of the Windstream Group, or any of their parents, subsidiaries, affiliates, or their respective officers, directors, employees, shareholders, trustees, administrators, or employee benefit plans, or the representatives, employees, agents, predecessors, successors, heirs, or assigns of any of the foregoing (hereinafter, “ Windstream Parties ”), or their business or operations, or that place any of the Windstream Parties in a bad light, other than any such statement or information that is made or disseminated by the Executive in a good‑faith belief as to their truth or accuracy and either is required by law or is reasonably necessary to the enforcement by the Executive of any right the Executive has related to his employment with the Windstream Group. The Windstream Group shall not at any time disseminate any information or make any statements, whether written, oral or otherwise, that are negative, disparaging or critical of the Executive or his service to the Windstream Group or their predecessors, or that place the Executive in a bad light, other than any such statement or information that is made or disseminated by the Windstream Group in a good‑faith belief as to their truth or accuracy and either is required by law or is reasonably necessary to the enforcement by the Windstream Group of this Agreement or the Release.

8.7     Resignations .

Notwithstanding any other provision of this Agreement, upon termination of the Executive’s employment with the Windstream Group, and unless otherwise requested by the Board, the Executive shall immediately resign as of the Termination Date from all positions that he holds or has ever held with Windstream and the Windstream Group (and with any other entities with respect to which Windstream has requested the Executive to perform services), including, without limitation, the Board and all boards of directors of any member of the Windstream Group. The Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by Windstream, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

8.8     Challenge to Validity .

The Executive shall not at any time commence any action, suit, arbitration or proceeding challenging the validity or enforceability of any provision of this Agreement, or adjudicate the limits or scope of any of its provisions, and the Executive shall not assert, in any action, suit, arbitration or proceeding against the Executive by any Windstream Group member for a breach by the Executive of any of the covenants in this Section 8 that any provision of the covenants is invalid or unenforceable in any respect or to any extent, irrespective of the outcome of any such action, suit or proceeding.

8.9     Assistance to Windstream .

During the Protection Period, the Executive shall provide such information and assistance as Windstream reasonably requests to assist any Windstream Group member in the mediation, arbitration, or litigation of any, claim, action, suit or proceeding maintained against any Windstream Group member arising from events occurring during the Executive’s employment with the Windstream Group, provided that Windstream shall reimburse the Executive for all reasonable and necessary out‑of‑pocket expenses incurred by the Executive in complying with this Section 8.9.

8.10     Revision .

If a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

8.11     Definitions .

As used in this Section 8, the following definitions shall apply:

(A) “Competing Business” means any person, corporation, or enterprise that, in direct competition with the Windstream Group, provides voice, data, network, and/or cloud solutions, and related services, including related services that the Windstream Group is engaged in at the time of the Executive’s termination which it entered into after the execution of this Agreement, but prior to the time of Executive's termination, to consumer, business, enterprise, and wholesale customers of all types, regardless of whether provided via a reseller, agent, dealer, cable operator, ILEC, CLEC, VOIP provider, interexchange carrier, or other provider using forms of communication technology. Voice, data, network, cloud solutions, and related services include, but are not limited to:

(i) Consumer products and services including local and long‑distance, broadband, and digital TV;

(ii) Business and Enterprise products and services including voice, data network services, managed services, SD‑WAN, cloud security products, unified communications, MPLS networking/security, UCaaS, CCaaS, business continuity, and similar cloud‑based services; and

(iii) Wholesale products and services including Ethernet, transport, infrastructure, colocation, IP‑VPN, and fiber to the tower.

“Competing Business” excludes wireless communication services but includes fixed wireless broadband services.

(B) “Confidential Information” means information pertaining to the business of the Windstream Group that is generally not known to or readily ascertainable to the industry in

which the Windstream Group competes, and that gives or tends to give the Windstream Group a competitive advantage over persons who do not possess such information or the secrecy of which is otherwise of value to the Windstream Group in the conduct of its business regardless of when and by whom such information was developed or acquired, and regardless of whether any of these are described in writing, copyrightable or considered copyrightable, patentable or considered patentable. Confidential Information includes, but is not limited to, the Windstream Group’s trade secrets, information related to present and potential customers, vendors and suppliers (including, but not limited to, lists, contact information, requirements, contract terms, and pricing), methods of operations, research and development, product information, business technical information, including technical data, techniques, solutions, test methods, quality control systems, processes, design specifications, technical formulas, procedures and information, sales plans and strategies, pricing and profit information, financial information, marketing data, all agreements, schematics, manuals, studies, reports, and statistical information relating to the Windstream Group, all formulations, database files, information technology, strategic alliances, products, services, programs and processes used or sold, and all software licensed or developed by the Windstream Group, computer programs, systems and/or software, ideas, inventions, business information, know‑how, improvements, designs, redesigns, creations, discoveries and developments of the Windstream Group. Confidential Information includes all forms of the information, whether oral, written or contained in electronic or any other format. Confidential Information excludes information which (i) is in the public domain through no act or omission of the Executive in violation of any agreement that the Executive is a party to with the Windstream Group, or (ii) has become available to the Executive on a non‑confidential basis from a source other than the Windstream Group without breach of such source’s confidentiality or non‑disclosure obligations to the Windstream Group.

(C) “Customer” means any actual or former customer or client of the Windstream Group that the Executive knows to have been engaged as a customer or client of the Windstream Group during the one‑year period prior to the Termination Date.

(D) “Prohibited Capacity” means

(i) The same or similar capacity or function in which the Executive worked for the Windstream Group at any time during the last two years of the Executive’s employment; or

(ii) Any other capacity in which the Executive’s knowledge of Confidential Information would render the Executive’s assistance to a Competing Business a competitive advantage.

(E) “Protection Period” means the period commencing on the Termination Date and ending (i) with respect to terminations due to a Change in Control, on the second anniversary of the Termination Date; or (ii) with respect to any other termination, on the first anniversary of the Termination Date.

In the event the Executive breaches the covenants contained in this Section 8, the Protection Period shall be extended for an additional period of time equal to the time that elapses

from the commencement of the breach to the later of (i) the termination of such breach or (ii) the final resolution of any litigation stemming from such breach.

(F) “Restricted Territory” means any state in which any member of the Windstream Group is licensed as an incumbent or competitive local exchange carrier.

9.1     As to Windstream .

This Agreement shall be binding upon, and shall inure to the benefit of, and be enforceable by Windstream and its successors. For purposes of this Section 9.1, the term “successor” shall mean any successor to the business or assets of Windstream by operation of law or otherwise, including, without limitation, any person, corporation, partnership, or entity that, directly or indirectly, whether by purchase, merger, consolidation, or otherwise, acquires all or substantially all of the business or assets of Windstream (and each successor to a successor to Windstream). Any such successor shall be deemed to be Windstream for all purposes of this Agreement. In addition to any obligations imposed by law upon any successor, Windstream shall require any successor expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Windstream would be required to perform it if no succession had taken place. A failure of Windstream to obtain the assumption of and agreement to perform this Agreement prior to the effectiveness of any succession shall be a material breach of this Agreement by Windstream. The provisions of this Section 9.1 shall apply to each successor to any successor of Windstream. Notwithstanding the foregoing provisions of this Section 9.1, Windstream and any other predecessor to a successor shall remain, with each successor, jointly and severally liable for all obligations of Windstream hereunder. Except as provided in this Section 9.1, this Agreement shall not be assigned by Windstream, and any purported assignment of this Agreement by Windstream (except as provided in this Section 9.1) shall be void.

9.2     As to the Executive .

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, and administrators. If the Executive should die while any amounts payable to the Executive hereunder remain outstanding, unless otherwise provided herein, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary, determined in accordance with Section 7.1. This Agreement shall not be assigned by the Executive, and any purported assignment of this Agreement by the Executive shall be void.

10.1     Dispute Resolution .

(A) Any dispute or controversy arising out of or in connection with this Agreement shall be settled by binding arbitration. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting (i) if the Executive is employed by an Windstream Group member at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (ii) if the Executive’s

employment with the Windstream Group has terminated prior to the time of initiation of the arbitration, at a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. The arbitration will be conducted in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on any arbitration award in any court having jurisdiction. Notwithstanding the foregoing, the Windstream Group shall not be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of his Protective Covenants, but may pursue its remedies for such breach in a court of competent jurisdiction in a federal district court or state court located in Pulaski County, Arkansas.

(B) Except as otherwise provided in this Section 10.1(B), and to the fullest extent permitted by applicable law, all expenses of any arbitration under Section 10.1(A) incurred by the Executive at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the tenth anniversary of the date of Executive's termination of employment, including, without limitation, the reasonable fees and expenses of the legal representative for the Executive, and necessary costs and disbursements incurred as a result of such dispute or proceeding, and any prejudgment interest, calculated at the rate provided by law, shall be paid by Windstream as incurred (within 10 days following Windstream’s receipt of an invoice from the Executive), whether or not the Executive prevails in such arbitration, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that Windstream is obligated to pay in any given calendar year pursuant to this Section 10.1(B) shall not affect the legal fees and expenses that Windstream is obligated to pay in any other calendar year, and the Executive’s right to have Windstream pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. If the Executive does not prevail (after exhaustion of all available arbitral remedies), and the arbitration panel affirmatively finds that the Executive instituted the proceeding in bad faith or that the Executive’s claims were frivolous, no further reimbursement for legal fees and expenses shall be due to the Executive, and the Executive shall repay Windstream for any amounts previously paid by Windstream pursuant to this Section 10.1(B). With respect to any dispute regarding the provisions of Section 8, if the Executive does not prevail (after exhaustion of all available arbitral remedies), no further reimbursement for legal fees and expenses shall be due to the Executive, and the Executive shall repay Windstream for any amounts previously paid by Windstream to the Executive hereunder pursuant to this Section 10.1(B) in respect of such dispute. No fees or expenses of the Executive shall be paid by Windstream with respect to any dispute or controversy as to the validity or enforceability of this Agreement, or any provision hereof, or in connection with the litigation of any issue arising under this Agreement in a court of law other than fees and expenses incurred by the Executive in enforcing an arbitration award entered in favor of the Executive in accordance with this Section 10.1(B).

10.2     Notices .

Any notices, requests, demands, or other communications provided for by this Agreement shall be in writing and shall be deemed to have been duly given when mailed by (a) United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished

to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt; (b) personal delivery to the Chief Human Resources & Legal Officer, or (c) email:

To the Board, the Compensation Committee, and Windstream:

Windstream Holdings, Inc.

4001 Rodney Parham Road

Little Rock, AR 72212

Attention: Chairman, Compensation Committee; and Chief Human Resources & Legal Officer

John.fletcher@windstream.com

To the Executive: At the Executive’s most‑recent mailing address in the records of Windstream, or at the Executive’s Windstream employee email address (during employment).

11.1     Survival of Obligations .

Upon the expiration of the Term of this Agreement in accordance with Section 2, no provision of this Agreement shall have any further force or effect and all obligations of Windstream and the Executive hereunder shall immediately terminate, except as follows:

(A) Windstream shall be required to pay or provide to the Executive, or the Beneficiary in the case of the death of the Executive, any benefits to which the Executive became entitled under Section 7, by reason of a qualifying Termination Date (occurring during the Term), in accordance with the terms thereof, including benefits to be paid or provided within a specified number of calendar days following the Termination Date, which remain unpaid or unprovided following the expiration or the Term;

(B) The provisions of Section 8 shall remain in full force and effect for the applicable periods of time specified in Section 8 with respect to the provisions thereof;

(C) The provisions of Section 9 shall remain in full force and effect so long as any rights or obligations of either party continue to exist under the Agreement; and

(D) The provisions of Sections 10, 11.2, and 12 shall remain in full force and effect with respect to rights and obligations existing on the Termination Date or that may arise thereafter in accordance with the foregoing clauses of this Section 11.1.

11.2     Remedies; Protective Covenants .

(A)    The Executive’s sole and exclusive remedy with respect to any and all claims arising under this Agreement, for termination of the Executive’s employment with the Windstream Group during the Term, and for breach hereof by Windstream shall be the right to receive the benefits provided for under Section 7, and such expenses as are provided for under

Section 10.1, in each case, to which the Executive is otherwise entitled pursuant to the terms and conditions hereof. Without limiting the foregoing, the Executive’s sole and exclusive remedy for the failure of Windstream or the Windstream Group to provide compensation or expense reimbursement to the Executive in an amount or form not in conformity with any one or more of the provisions of Section 5 or Section 6 is to seek recovery against Windstream pursuant to Section 10 for only such benefits, if any, that are expressly provided for consequent upon the Executive’s termination of employment pursuant to the applicable provisions of Section 7. The Executive’s employment with the Windstream Group is “at will” and may be terminated by the Board for any reason in its sole and absolute discretion in accordance with any applicable provision of Section 7 and the payment or provision of such benefits as may be required under this Agreement.

(B)    The Executive acknowledges and agrees that each and every covenant contained in Section 8 (the “ Protective Covenants ”) is reasonable in period, scope and geographical area and is necessary to protect the Windstream Group’s legitimate business interests and Confidential Information and that his compliance with each of the Protective Covenants is necessary to protect the Windstream Group from unfair injury. The Executive agrees that he will notify Windstream Group in writing if he has, or reasonably should have, any questions regarding the applicability of the Protective Covenants. The Executive further acknowledges and agrees that a breach of any of the Protective Covenants will result in irreparable and continuing harm and damage to the Windstream Group for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any of the Protective Covenants, each and every member of the Windstream Group shall be entitled to injunctive relief and to such other relief (whether at law or in equity) as a court of competent jurisdiction deems proper in the circumstances, in addition to any other remedy or relief to which any of them may be entitled. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the Windstream Group’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Notwithstanding any other provision of this Agreement, the obligations of each member of the Windstream Group under this Agreement are conditioned upon compliance by the Executive with each of the Protective Covenants, and failure by the Executive to comply with any of the Protective Covenants shall entitle each Windstream Group member to forfeit, terminate payment of, and, to the extent paid, recover immediately from the Executive any Severance Benefits, benefits, amounts, expenses, or costs that may have been paid or would otherwise be owing to or vested in the Executive, under Sections 7.1, 7.2, 7.3, 7.4 or 7.5 of this Agreement. The Executive acknowledges that any forfeiture resulting under the provisions of this Agreement as set forth in the immediately prior sentence is reasonably related and proportional to the harm that the Windstream Group would sustain if he were to violate any of the Protective Covenants. The Executive acknowledges that the Protective Covenants are a principal inducement for the willingness of Windstream to enter into this Agreement and provide the Severance Benefits to the Executive under this Agreement and that Windstream and the Executive intend the Protective Covenants (i) to be binding upon and enforceable against the Executive in accordance with their terms, regardless of whether a payment of any benefits occurs and notwithstanding any common or statutory law to the contrary and (ii) to survive and continue in full force in accordance with their terms notwithstanding the termination of this Agreement. The Executive agrees that the obligations of Windstream under this Agreement (specifically including, but not limited to, the obligation to provide the Severance

Benefits or Change in Control Severance Benefits as provided herein) constitute sufficient consideration for the Protective Covenants.

12.1     Termination Procedures .

Any intended termination of the Executive’s employment by either party shall be communicated by written Notice of Termination from the party initiating such termination to the other party hereto in accordance with Section 10.2. For purposes of this Agreement, a “ Notice of Termination ” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Notices under Sections 7.3, 7.5, and 7.6 shall include the information required thereunder.

12.2     Windstream Representations .

Windstream hereby represents and warrants to the Executive as follows: The execution and delivery of this Agreement and the performance by Windstream of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of Windstream. This Agreement is a legal, valid and legally binding obligation of Windstream enforceable in accordance with its terms. Neither the execution or delivery of this Agreement nor the consummation by Windstream of the actions contemplated hereby (i) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of Windstream, (ii) will violate or be in conflict with any applicable law or any judgment, decree, injunction or order of any court or governmental agency or authority, or (iii) will violate or conflict with or constitute a default (or an event of which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of Windstream under, any term or provision of the certificate of incorporation or bylaws (or other charter documents) of Windstream or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Windstream is a party or by which Windstream or any of its properties or assets may be bound or affected.

12.3     No Duplication .

In no event shall payments in accordance with this Agreement be made in respect of more than one of Sections 7.1, 7.2, 7.3, 7.4 7.5, or 7.6.

12.4     No Offsets or Mitigation .

Except as otherwise provided in Section 11.2(B), Windstream’s obligation to make the payments provided for in Section 7 or 10.1(B) of this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any setoff, counterclaim, recoupment, defense or other claim, right or action which the Windstream Group may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the

Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

12.5     Entire Agreement .

This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof and constitutes the entire agreement of the parties with respect thereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

12.6     Modification .

Except as otherwise provided in Section 12.8, this Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended, or any provision of this Agreement waived, except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives and in the case of Windstream by an officer specifically designated by the Board. No waiver by a party to this Agreement at any time of any breach by any party to this Agreement of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

12.7     Severability .

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect. In the event that any provision of this Agreement is held unenforceable, such provision shall be reformed so as to be enforced to the maximum extent possible, and if it is determined that it is not possible to reform any such provision of this Agreement, such provision shall be severed from this Agreement and the remainder of this Agreement shall be enforced to the full extent permitted by law.

12.8     Compliance with Section 409A .

(A) It is intended that the payments and benefits provided under Section 7 of this Agreement shall be exempt from the application of the requirements of Section 409A. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Windstream Group shall not take any action that would be inconsistent with such intent. Specifically, any Severance Benefits payable pursuant to Section 7 above, to the extent they are required to be paid, and are actually or constructively received, during the period from the Termination Date through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 409A and thus exempt from application of Section 409A by reason of the “short‑term deferral” rule. To the extent payments are required to be paid commencing after that date, they are intended to constitute separate payments that are exempt from the application of Section 409A by reason of the exceptions under Sections 1.409A‑1(b)(9)(iii) or 1.409A‑1(b)(9)(v) of the Treasury Regulations, as applicable, to the maximum extent permitted by those provisions. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred,

accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon the Executive.

(B) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under Windstream’s policy for determining specified employees on the Termination Date, all reimbursements or payments provided under Section 10.1(B), and any other payments or benefits provided hereunder that for any reason constitute a “deferral of compensation” within the meaning of Section 409A, that are provided upon a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Termination Date, shall instead be accumulated through and paid or provided (without interest) on the first business day following the six‑month anniversary of such Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this Section 12.8(B) shall commence within 10 calendar days following the Executive’s death prior to the end of the six‑month period.

(C) Although Windstream shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Windstream Group nor the respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive (or any other individual claiming a benefit through the Executive) as a result of this Agreement.

12.9     Compliance With Section 280G .

(A)    For the purposes of this Section 12.9, the following definitions apply:

(i) “ Accounting Firm ” means an independent, certified public accounting firm with recognized specialization and expertise in the valuation of change‑in‑control severance benefits and the tax calculations required by this section, designated by Windstream prior to a Change in Control; however, if the Accounting Firm is not willing or able to value the restrictive covenants in Section 8, then the restrictive covenants shall be valued by an independent third‑party valuation specialist selected by Windstream prior to a Change in Control.

(ii) “ Excise Tax ” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(iii) “ Net After‑Tax Benefit ” means the aggregate Value of all Payments to the Executive, net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, as determined by the Accounting Firm after considering any value attributable to the restrictive covenants in Section 8 that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

(iv) “ Payment ” shall mean any payment or distribution by Windstream in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive that is contingent on a Change in Control, whether paid or

payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

(v) “ Reduced Amount ” means the greatest amount of Payments that can be paid to the Executive that would not result in the imposition of the Excise Tax upon the Executive if the Accounting Firm determines to reduce Payments to the Executive pursuant to this Section 12.9, after considering any value attributable to the restrictive covenants in Article V that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

(vi) “ Value ” of a Payment means the economic present value of a Payment as of the date of the Change in Control (or such other date as required pursuant to Section 280G), as determined by the Accounting Firm pursuant to Section 280G of the Code using the discount rate required by Section 280G(d)(4) of the Code.

(B)    If the Accounting Firm determines that any Payment to the Executive would be subject to the Excise Tax, the Accounting Firm shall determine whether to reduce the aggregate amount of the Payments payable to the Executive to the Reduced Amount. The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After‑Tax Benefit if the Executive’s Payments were reduced to the Reduced Amount. If, instead, the Accounting Firm determines that the Executive would have a greater Net After‑Tax Benefit if the Executive’s Payments were not reduced to the Reduced Amount, the Executive shall receive all Payments to which the Executive is entitled under this Agreement.

(C)    If the Accounting Firm determines that the aggregate Payments otherwise payable to the Executive should be reduced to the Reduced Amount pursuant to this Section 12.9, Windstream shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 12.9 shall be binding upon Windstream and the Executive and shall be made within 30 business days after a termination of the Executive’s employment or such earlier date as requested by Windstream. The reduction of the Executive’s Payments to the Reduced Amount, if applicable, shall be made by reducing the Payments detailed in Section 1.10 (and no other Payments) in the following order: (a) 1.10(ii), (b) 1.10(i), (c) 1.10(iii), and (d) 1.10(iv). All fees and expenses of the Accounting Firm pursuant to this Section 12.9 shall be borne solely by Windstream.

12.10     Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

12.11     Withholding .

Any member of the Windstream Group may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes or payments as may be required pursuant to any law or governmental regulation or ruling or as may be expressly authorized by the Executive to be withheld, deducted or reduced from those amounts.

12.12     Third Party Beneficiaries .

This Agreement is entered into for the benefit only of (i) the Executive, (ii) the Executive’s Beneficiary, and (iii) Windstream and the other members of the Windstream Group, and their successors, and no other parties shall have any rights hereunder, except as otherwise provided in Section 9.

12.13     Governing Law .

To the extent not preempted by federal law, the validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Arkansas (without giving effect to any conflicts of law principles of the State of Arkansas that would require the application of the laws of another jurisdiction).

(Signatures are on the following page)

IN WITNESS WHEREOF, Windstream and the Executive have executed this Agreement as of the date first above written.

EXHIBIT A

WAIVER AND RELEASE AGREEMENT

THIS WAIVER AND RELEASE AGREEMENT (this “ Waiver and Release ”) is entered into by and between Anthony W. Thomas (the “ Executive ”) and Windstream Holdings, Inc. (“ Windstream ”) (collectively, the “ Parties ”).

WHEREAS , the Parties entered into an Employment Agreement dated September 1, 2017 (the “ Agreement ”);

WHEREAS , the Executive is required to sign this Waiver and Release in order to receive the payment of the separation payment benefits under Section 7.5 or 7.6 of the Agreement (the “ Separation Payment Benefits ”) following his resignation; and

WHEREAS , Windstream has agreed to sign this Waiver and Release.

NOW, THEREFORE , in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

damages, back pay, front pay, or compensation whatsoever from the Released Parties as a result of such charge or complaint. The Executive understands and agrees that he is waiving and releasing any and all actions and causes of action, suits, debts, claims, complaints and demands of any kind whatsoever, in law or in equity, including, but not limited to, the following:

Chief Human Resources & Legal Officer

Windstream Holdings, Inc.

4001 Rodney Parham Road

Little Rock, Arkansas 72212

The Executive understands that if he revokes this Waiver and Release, it will be null and void in its entirety, and the Executive shall not be entitled to any Separation Payment Benefits. This Waiver and Release is effective on the eighth day following the end of the revocation period described in this Paragraph 4, provided the Executive has signed and not revoked this Waiver and Release (the “ Effective Date ”).

reimburse Windstream for the value of all Separation Payment Benefits and the value of the other consideration received by you in accordance with this Waiver and Release to the fullest extent permitted by law.

PLEASE READ CAREFULLY. WITH RESPECT TO EXECUTIVE, THIS WAIVER AND RELEASE INCLUDES A COMPLETE RELEASE OF ALL KNOWN AND UNKNOWN

CLAIMS.

(Signatures are on the following page)

IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent thereof to sign, this Waiver and Release on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.

Exhibit 10.2

CHANGE‑IN‑CONTROL AND SEVERANCE AGREEMENT

This Change‑in‑Control and Severance Agreement (this “Agreement”), dated as of September 1, 2017 (the “Effective Date”), is made by and between Windstream Services, LLC, a Delaware Company (the “Company,” as defined below), and NAME (as hereinafter defined, “Executive”).

ARTICLE I

DEFINITIONS

For the purposes of this Agreement the following definitions shall apply:

1.1.    “ Accrued Obligations ” means the sum of (a) Executive’s Base Salary through the Date of Termination to the extent not already paid, (b) Executive’s business expenses that are reimbursable in accordance with the Company’s policies and for which Executive submits for reimbursement within thirty (30) calendar days following the Date of Termination, but have not been reimbursed by the Company as of the Date of Termination, and (c) Executive’s accrued, unused vacation time.

1.2.    “ Affiliate ” means any entity controlled by, controlling, or under common control with, the Company.

1.3.    “ Annual Incentive Target ” means Executive’s target annual incentive opportunity expressed as a percentage of Executive’s base salary. Any “special” or other bonus arrangements are specifically excluded from this definition.

1.4.    “ Base Salary ” means Executive’s annual rate of base salary in effect immediately prior to the occurrence of the facts, circumstances or reasons giving rise to Executive’s termination of employment.

1.5.    “ Board ” means the Board of Directors of the Corporation, as constituted from time to time.

1.6.    “ Business Combination ” means the consummation of a reorganization, merger or consolidation or sale or other disposition of more than fifty percent (50%) of the assets of the Corporation.

1.7.    “ Cause ” for termination by the Company of Executive’s employment shall mean (a) Executive’s substantial, willful failure or refusal to perform the duties or render the services reasonably assigned to Executive by the Company or any Affiliate, other than resulting from Executive’s incapacity due to physical or mental illness, (b) a conviction, guilty plea or plea of nolo contendere of Executive to any felony, (c) the willful engaging by Executive in misconduct that is demonstrably and materially injurious to the Company or any Affiliate, monetarily or otherwise, (d) a material violation by Executive of the corporate governance board guidelines or code of ethics of the Company or any Affiliate, (e) a material violation by Executive of the requirements of the Sarbanes‑Oxley Act of 2002 or other federal or state securities law, rule or regulation, or (f) the repeated use of alcohol by Executive that materially interferes with his/her duties, the use of illegal drugs by Executive, or a violation by Executive of the drug and/or alcohol policies of the Company or any Affiliate. No act or omission on Executive’s part shall be considered “willful” unless it is done or omitted in bad faith or without Executive’s reasonable

belief that the action or omission was in the best interests of the Company. Any purported termination for Cause that does not follow the notice provisions set forth in Section 1.20 shall be deemed a termination without Cause.

1.8.    “ Change in Control ” means if at any time any of the following events shall have occurred:

a. The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of Voting Securities of the Corporation where such acquisition causes any such Person to own fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities; provided, however, that for purposes of this definition, any acquisition by any Person pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subparagraph c. below shall not be deemed to result in a Change in Control;

b. Individuals constituting the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose appointment or election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

c. A Business Combination unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of the outstanding shares of common stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding Voting Securities, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

d. Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

1.9.    “ Change in Control Protection Period ” means the period commencing on a Change in Control and ending on the second anniversary thereof.

1.10.    “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

1.11.    “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

1.12.    “ Company ” means Windstream Services, LLC, and any successor to its business or assets, by operation of law or otherwise.

1.13.    “ Corporation ” means Windstream Holdings, Inc.

1.14.    “ Date of Termination ” means the effective date of Executive’s termination of employment with the Company or its Affiliates.

1.15.    “ Disability ” shall be deemed the reason for the termination by the Company of Executive’s employment if, as a result of Executive’s incapacity due to physical or mental illness, Executive has been absent from the full‑time performance of Executive’s duties with the Company or an Affiliate for a period of six (6) consecutive months, the Company has given Executive a Notice of Termination for Disability, and, within twenty (20) business days after the Notice of Termination is given, Executive has not returned to the full‑time performance of Executive’s duties. Any purported termination for Disability that does not follow the notice provisions set forth in Section 1.20 shall be deemed not to be a termination for Disability.

1.16.    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

1.17.    “ Good Reason ” for termination by Executive of Executive’s employment means the occurrence, without Executive’s express written consent, of any one of the following:

a.    Following a Change in Control, the assignment to Executive of any duties inconsistent with Executive’s status and authority as an executive officer of the Company or of an Affiliate or a material adverse alteration in the nature or status of Executive’s authority, duties, or responsibilities from those in effect immediately prior to the Change in Control;

b.    any reduction in Executive’s Base Salary;

c.    a transfer of Executive’s principal place of employment to a location more than thirty‑five (35) miles away from his/her principal place of employment;

d.    the failure by the Company to maintain Executive’s total compensation opportunity (i.e., base salary, short‑term incentive, and long‑term incentive) in the aggregate, as of the Effective Date, or such higher compensation opportunity as determined by the Company from time to time, unless such compensation is changed by the Company as part of a change in the Company’s executive compensation program in a manner applied equally to similarly situated executives;

e.    the failure by the Company to continue to provide Executive with health, welfare, and retirement benefits substantially similar, in the aggregate, to those enjoyed by Executive under

the Company’s employee benefit plans in which Executive was participating, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled in accordance with the Company’s normal vacation policy, unless such benefits are changed by the Benefits Committee of the Company as part of a change in the Company’s executive benefit program in a manner applied equally to similarly situated executives;

f.    the failure by the Company to pay to Executive any portion of Executive’s current compensation, or to pay to Executive any deferred compensation under any deferred compensation program of the Company, within five calendar days after the date the compensation is due (taking into account applicable restrictions under Section 409A or other applicable law) or to pay or reimburse Executive for any expenses incurred by him/her for required business travel; or

g.    any failure by the Company to comply with and satisfy Section 7.1 of this Agreement, other than an unintentional failure not occurring in bad faith which is remedied by the Company within thirty (30) days after receipt of notice thereof given by Executive.

An event described in Section 1.17(d) or (e) (including, but not limited to, a Company decision regarding Executive’s total compensation opportunity or health, welfare and retirement benefits, but excluding a decision made as part of a change in the Company’s executive compensation or executive benefit program that is made in a manner applied equally to similarly situated executives) shall not constitute Good Reason if Executive consents to the event in writing.

1.18.    “ Incumbent Board ” means the individuals who, as of the Effective Date, constitute the Board.

1.19.    “ Notice of Occurrence of Good Reason ” means the written notice of the occurrence of an event, which has become effective, that Executive believes to constitute Good Reason for Executive to terminate his/her employment that is communicated in accordance with Article VIII of the Agreement.

1.20.    “ Notice of Termination ” means the written notice of termination of Executive’s employment that is communicated in accordance with Article VIII of the Agreement. If the Company terminates Executive for Cause or Disability, the Notice of Termination shall specify in reasonable detail the grounds for the termination for Cause or Disability.

1.21.    “ Outplacement Services ” means outplacement services from a recognized outplacement service provider.

1.22.    “ Person ” means any individual, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

1.23.    “ Protection Period ” has the meaning specified in Section 5.11(f).

1.24.    “ Section 409A ” shall mean Section 409A of the Code and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

1.25.    “ Voting Securities ” means the securities of the Corporation which entitle the owner or holder thereof to vote generally for the election of Corporation directors.

ARTICLE II

TERM OF AGREEMENT

2.1.    This Agreement shall become effective on the Effective Date and end on the earlier of: (i) the Date of Termination; or (ii) December 31, 2019 (the “Term”). To the extent not previously terminated, the Term shall be automatically renewed for successive one‑year periods upon the terms and conditions set forth herein, commencing on December 31, 2019, and on each December 31 thereafter, unless either party gives the other party notice at least ninety (90) calendar days prior to the end of such initial or extended Term that the Term shall not be so extended. For purposes of this Agreement, any reference to the “Term” of this Agreement shall include the original term and any extension thereof. Notwithstanding the foregoing, upon the execution of a definitive agreement for a Change in Control or the consummation of a Change in Control, the Term shall be automatically extended so that the Term shall continue in full force and effect until the second anniversary of the consummation of the Change in Control. If the definitive agreement for the Change in Control is terminated prior to consummation, the automatic extension described in the previous sentence shall not apply. Executive’s employment with the Company is “at will” and may be terminated by the Company for any reason in its sole and absolute discretion in accordance with any applicable provision of Article III and the payment or provision of such benefits as may be required under this Agreement. In the event of a termination, Executive is not entitled to any additional compensation, benefits or other payments other than as provided in Article III of this Agreement.

If (a) Executive is terminated by the Company without Cause, or an event constituting Good Reason occurs, following the public announcement of a definitive agreement that, when consummated, would constitute a Change in Control, and (b) such Change in Control is

consummated, then the termination or event constituting Good Reason will be deemed to occur within the Change in Control Protection Period, and Executive may exercise his/her rights under this Section 3.1 following the consummation of such Change in Control.

3.2.     Outside of Change in Control Protection Period . If, during the Term, (a) the Company shall terminate Executive’s employment other than for Cause, Disability or death, or (b) Executive shall terminate employment for Good Reason (after having complied with the notice requirements set forth below in Section 3.3), in either case other than during a Change in Control Protection Period, then the Company shall pay or provide the following amounts and benefits to Executive, in addition to the Accrued Obligations:

3.3.     Notice of Occurrence of Good Reason . Any Executive claiming Good Reason to terminate his/her employment must provide the Company a Notice of Occurrence of Good Reason within ninety (90) calendar days after the occurrence of the event. Unless the Company waives in writing its rights under this Section 3.3, failure for any reason to give Notice of Occurrence of Good Reason shall be deemed a waiver of the right to terminate employment for such Good Reason. Following receipt of the Notice of Occurrence of Good Reason, the Company shall have a period of thirty (30) calendar days in which to cease and/or cure the event, circumstance, or conduct specified in the Notice of Occurrence of Good Reason (the “Cure Period”). If the event, circumstance, or conduct constituting Good Reason is ceased and/or cured within the Cure Period, Executive will not be entitled to severance payments and benefits with respect to such occurrence. If the Company waives its right to cure in writing or does not cure the event, circumstance, or conduct constituting Good Reason within the Cure Period, Executive shall have thirty (30) days after the earlier of the receipt of the written waiver or end of the Cure Period to provide Notice of Termination to the Company in order to exercise the right to terminate employment for Good Reason with respect to such event, circumstance, or conduct. If Executive fails to deliver Notice of Termination within such time period, such failure shall be deemed a waiver of the right to terminate employment for Good Reason as a result of such event, circumstance, or conduct. Following the Notice of Termination, the Company will have no opportunity to cure, and Executive will be entitled to severance payments and benefits under this Agreement. Executive’s actual termination date shall be determined in the sole discretion of the Company but no later than thirty (30) calendar days from the date of the Notice of Termination. Notwithstanding anything in

this Agreement to the contrary, in the event of any reduction in the Executive’s total compensation opportunity or employee benefits that would constitute Good Reason under Section 1.17, such reduction shall be disregarded for purposes of calculating amounts due to the Executive under Section 3.1 or Section 3.2.

3.4.     Voluntary Resignation without Good Reason . Executive may voluntarily terminate his/her employment hereunder at any time without Good Reason upon fourteen (14) days written notice to the Company. If, during the Term, Executive voluntarily resigns his/her employment without Good Reason, then the Company shall provide the following benefits to Executive, in addition to the Accrued Obligations:

3.5.     Release . Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any benefits to Executive under Section 3.1, 3.2 or 3.4 hereof unless: (a) Executive first executes no later than forty‑five (45) calendar days after the Date of Termination a release of claims agreement in the form attached hereto as Exhibit A, with such changes as the Company may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law, (b) Executive does not revoke the release within seven (7) days after signature, and (c) the release becomes effective and irrevocable in accordance with its terms. If the combined release execution period and revocation period span two (2) calendar years, payments subject to the release will commence in the second calendar year.

3.6.     Exclusive Severance Benefit . Notwithstanding the foregoing provisions of this Article III, and except as specifically provided below, any severance payments or benefits received by Executive pursuant to this Agreement shall be in lieu of any benefits under the Windstream Severance Pay Plan or any other severance or reduction‑in‑force plan, program, policy, agreement or arrangement maintained by the Company or an Affiliate (not including an equity award agreement, retirement or deferred compensation plan or similar plan or agreement which may contain provisions operative on a termination of Executive’s employment or which may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment) and in lieu of any severance or separation pay benefit that may be required under applicable law. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.

3.7.     Tax Withholding . The Company may withhold from all payments due to Executive (or his/her estate) hereunder all taxes which, by applicable federal, state, local or other law, are required to be withheld.

3.8.     Coordination with WARN Act . To the extent that the Company determines that Executive’s termination may be subject to the Worker Adjustment and Retraining Notification Act or any other similar federal, state or local law regarding mass employment separations (collectively, “WARN Act”), notwithstanding any other provision of the Plan, the Company shall endeavor to comply with the WARN Act, to the extent applicable, by giving notice of the termination (“WARN Act Notice”) at least sixty (60) days in advance of the termination date. The period between the WARN Act Notice date and the termination date is hereinafter referred to as “WARN Act Notice Period.” The Company’s determination that Executive may be subject to the WARN Act and/or any corresponding actions taken or statements made are not an admission or indication that any WARN Act or WARN Act obligations are applicable, triggered, invoked or owed and do not waive or otherwise hinder the Company’s ability to argue the WARN Act does not apply or to take other similar positions.

The Company may excuse Executive from work during all or part of the WARN Act Notice Period and provide Executive with a payment or payments intended to satisfy all or part of any potential WARN Act obligations, including those during the WARN Act Notice Period. If this occurs, any benefit shall be reduced and offset by and may be coordinated with any payment(s) Executive receives during the WARN Act Notice Period. After any offset/deduction, the Company will provide the remaining benefits (subject to the release requirement described in Section 3.5) to Executive.

If Executive is not excused from work following the WARN Act Notice date, the regular salary or wages paid to Executive during the WARN Act Notice Period will constitute Executive’s usual compensation and not a benefit under the Plan.

3.9.     No Duplication . In no event shall payments in accordance with this Agreement be made in respect of more than one of Section 3.1, 3.2, or 3.4.

ARTICLE IV

TAX INFORMATION

4.1.     IRS Code Section 280G .

a.    For the purposes of this Section 4.1, the following definitions apply:

i. “Accounting Firm” means an independent, certified public accounting firm with recognized specialization and expertise in the valuation of change‑in‑control severance benefits and the tax calculations required by this Section, designated by the Company prior to a Change in Control; however, if the Accounting Firm is not willing or able to value the restrictive covenants in Article V, then the restrictive covenants shall be valued by an independent third‑party valuation specialist selected by the Company prior to a Change in Control.

ii. “Excise Tax” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

iii. “Net After‑Tax Benefit” means the aggregate Value of all Payments to Executive, net of all taxes imposed on Executive with respect thereto under Sections 1 and

4999 of the Code and under applicable state and local laws, as determined by the Accounting Firm after considering any value attributable to the restrictive covenants in Article V that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

iv. “Payment” shall mean any payment or distribution by the Company in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

v. “Reduced Amount” means the greatest amount of Payments that can be paid to Executive that would not result in the imposition of the Excise Tax upon Executive if the Accounting Firm determines to reduce Payments to Executive pursuant to this Section 4.1, after considering any value attributable to the restrictive covenants in Article V that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

vi. “Value” of a Payment means the economic present value of a Payment as of the date of the Change in Control (or such other date as required pursuant to Section 280G), as determined by the Accounting Firm pursuant to Section 280G of the Code using the discount rate required by Section 280G(d)(4) of the Code.

b.    If the Accounting Firm determines that any Payment to Executive would be subject to the Excise Tax, the Accounting Firm shall determine whether to reduce the aggregate amount of the Payments payable to Executive to the Reduced Amount. The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would have a greater Net After‑Tax Benefit if Executive’s Payments were reduced to the Reduced Amount. If, instead, the Accounting Firm determines that Executive would have a greater Net After‑Tax Benefit if Executive’s Payments were not reduced to the Reduced Amount, Executive shall receive all Payments to which Executive is entitled under this Agreement.

c.    If the Accounting Firm determines that the aggregate Payments otherwise payable to Executive should be reduced to the Reduced Amount pursuant to this Section 4.1, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 4.1 shall be binding upon the Company and Executive and shall be made within thirty (30) business days after a termination of Executive’s employment or such earlier date as requested by the Company. The reduction of Executive’s Payments to the Reduced Amount, if applicable, shall be made by reducing the Payments detailed in Section 3.1 (and no other Payments) in the following order: (i) Severance Pay, (ii) Prorated Annual Incentive Target, (iii) COBRA Premium Subsidy, and (iv) Outplacement Services. All fees and expenses of the Accounting Firm pursuant to this Section 4.1 shall be borne solely by the Company.

4.2.     IRS Code Section 409A .

a.    Section 409A imposes payment restrictions on “nonqualified deferred compensation” (potentially including payments owed to Executive upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences

to Executive, including immediate taxation, interest and a 20% additional income tax. It is the Company’s intent that this Agreement be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short‑term deferral” exception to Section 409A to the maximum extent possible and, to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A to the maximum extent possible. To the extent that none of these exceptions applies, and to the extent that the Company determines it is necessary to comply with Section 409A ( e.g. , if Executive is a “specified employee” within the meaning of Section 409A), then notwithstanding any provision in this Agreement to the contrary, all amounts that would otherwise be paid or provided to Executive during the first six months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day that is more than six months after Executive’s separation from service.

b.    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and Executive is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company or its Affiliates as an employee or consultant, and for purposes of any such provision of this Agreement, references to the “Date of Termination,” a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

c.    Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in one calendar year and ends in a second calendar year, the payments shall not be paid (or installments commenced) until the later of the first payroll date of the second calendar year, or the date that the release described in Section 3.5 becomes effective and irrevocable, to the extent necessary to comply with Section 409A. For purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

d.    Although the Company will use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement.

ARTICLE V

RESTRICTIVE COVENANTS

5.1.     Confidentiality . By executing this Agreement, during Executive’s employment and after the Date of Termination, Executive agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for Executive to perform Executive’s

responsibilities for the Company, any of the Company’s Confidential Information (as defined in Section 5.11 below) acquired by Executive in connection with Executive’s employment with the Company. Executive acknowledges that the Confidential Information is the exclusive property of the Company. Upon termination of Executive’s employment with the Company, for any reason, or at the request of the Company at any time, Executive shall promptly return to the Company all property then in Executive’s possession, custody or control belonging to the Company, including all Confidential Information. Executive shall not retain any copies of correspondence, memoranda, reports, notebooks, drawings, photographs or other documents in any form whatsoever (including information contained in computer or other electronic memory or on any computer or electronic storage device) relating in any way to the affairs of the Company and which were entrusted to Executive or obtained by Executive at any time during employment with the Company.

5.2.     Noncompetition . By executing this Agreement, Executive agrees that, during Executive’s employment and during the Protection Period (as defined in Section 5.11 below), and within the Restricted Territory (as defined in Section 5.11 below), he/she will not, in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, perform services for or on behalf of a Competing Business (as defined in Section 5.11 below) in a Prohibited Capacity (as defined in Section 5.11 below).

5.3.     Customer Nonsolicitation . By executing this Agreement, Executive agrees that, during employment with the Company and thereafter during the Protection Period, Executive will not, directly or indirectly (in a capacity where Executive could use specialized knowledge, training, skill or expertise, Confidential Information, or customer contacts or information obtained from the Company to the detriment of the Company): (a) solicit, attempt to solicit, call on, or accept business from any Customer (as defined in Section 5.11 below) or (b) in any manner cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential business relationship with the Company.

5.4.     Employee Nonsolicitation . By executing this Agreement, Executive agrees that, during employment with the Company and thereafter during the Protection Period, Executive will not directly or indirectly engage, solicit, hire, attempt to hire, or encourage any current employee or former employee (limited to former employees whose employment has been terminated or concluded for less than six (6) months) of the Company to leave or terminate his/her employment relationship with the Company.

5.5.     Divisible Provisions . The individual terms and provisions of this Article V are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Article V shall thereby be affected. It is the intention of Executive and the Company that the potential restrictions on Executive’s solicitation and future employment imposed by this Article V be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Article V unreasonable in duration or geographic scope or otherwise, Executive and the Company agree that the restrictions and prohibitions contained herein may be modified by a court of competent jurisdiction and shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

5.6.     Injunctive Relief and Remedies . In the event of a breach or threatened breach of any of Executive’s duties and obligations under this Article V, the Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages it may suffer), to (a) temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, (b) cease making payments or providing benefits under Sections 3.1, 3.2 or 3.4 of this Agreement (other than the Accrued Obligations and Vested Benefits), and (c) any other relief obtainable through statutory or common‑law means (including, but not limited to, applicable trade secrets law). By executing this Agreement, Executive expressly acknowledges that the harm that might result to the Company’s business as a result of any noncompliance by Executive with the provisions of this Article V would be largely irreparable. By executing this Agreement, Executive specifically agrees that if there is a question as to the enforceability of any of the provisions of this Article V, Executive will not engage in any conduct inconsistent with or contrary to this Article V until after the question has been resolved by a final judgment of a court of competent jurisdiction. The restrictions stated in this Article V are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable law. Nothing in this Article V is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its trade secrets and confidential information.

5.7.     Protected Activity . Nothing contained in this Agreement, or any other agreement, policy, practice, procedure, directive or instruction maintained by the Company shall prohibit Executive from reporting possible violations of federal, state or local laws or regulations to any federal, state or local governmental agency or commission (a “Government Agency”) or from making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Executive does not need prior authorization of any kind to make any such reports or disclosures to any Government Agency and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement limits any right Executive may have to receive a whistleblower award or bounty for information provided to any Government Agency. By executing this Agreement, Executive acknowledges that the Company has informed Executive, in accordance with 18 U.S.C. § 1833(b), that Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure: (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

5.8.     Notification . To enable the Company to monitor Executive’s compliance with the obligations imposed by this Article V, by executing this Agreement, Executive agrees to inform the Company, during the Protection Period, of the identity of any subsequent employer and Executive’s new job title, prior to commencing employment or serving in a potential Prohibited Capacity with another entity. Executive also agrees that he will disclose the existence of this Article V to any subsequent employer.

5.9.     Exclusion of Certain Stock Ownership . Nothing in this Article V shall prohibit Executive from being (a) a stockholder in a mutual fund or a diversified investment company or (b) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or

other entity which is publicly traded, so long as Executive has no active participation in the business of such corporation or other entity.

5.10.     Sufficient Consideration and Irreparable Damage . Executive acknowledges that the covenants contained in this Article V are a principal inducement for the willingness of the Company to enter into this Agreement and make the payments and provide the benefits to Executive under this Agreement and that the Company and Executive intend the covenants (a) to be binding upon and enforceable against Executive in accordance with their terms, regardless of whether a Change in Control or payment of any benefits occurs and notwithstanding any common or statutory law to the contrary and (b) to survive and continue in full force in accordance with their terms following the Date of Termination. Executive agrees that the obligations of the Company under this Agreement (specifically including, but not limited to, the obligation to make any payment or provide any benefit under Sections 3.1, 3.2 and 3.4) constitute sufficient consideration for the covenants contained in this Article V. The Company and Executive further agree that the restrictions contained in this Article V are reasonable in period, scope and geographical area and are necessary to protect the legitimate business interests and Confidential Information of the Company and its Affiliates. Executive agrees that he/she will notify the Company and its Affiliates in writing if he/she has, or reasonably should have, any questions regarding the applicability of this Article V. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties agree that the Company and its Affiliates would be damaged irreparably in the event any of the provisions of this Article V were not performed in accordance with their specific terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. In the event that Executive breaches or threatens to breach any such provision of this Article V, the parties agree that the Company and its Affiliates shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). Executive hereby waives any claim that the Company or its Affiliates have an adequate remedy at law. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the ability of the Company and its Affiliates to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages.

5.11.     Definitions . As used in this Article V, the following definitions shall apply:

a.    “Company” means the Company and its Affiliates.

b.    “Competing Business” means any person, corporation or enterprise that, in direct competition with the Company, provides voice, data, network and/or cloud solutions, and related services, including related services that the Company is engaged in at the time of Executive’s termination which it entered into after the execution of this Agreement, to consumer, business, enterprise, and wholesale customers of all types, regardless of whether provided via a reseller, agent, dealer, cable operator, ILEC, CLEC, VOIP provider, interexchange carrier, or other provider using forms of communication technology.  Voice, data, network, cloud solutions, and related services include, but are not limited to:

i. Consumer products and services including local and long distance, broadband, and digital TV;

ii. Business and Enterprise products and services including voice, data network services, managed services, SD‑WAN, cloud security products, unified communications, MPLS networking/security, UCaaS, CCaaS, business continuity, and similar cloud‑based services; and

iii. Wholesale products and services including Ethernet, transport, infrastructure, colocation, IP‑VPN, and fiber to the tower.

“Competing Business” excludes wireless communication services but includes fixed wireless broadband services.

c.    “Confidential Information” means information pertaining to the business of the Company that is generally not known to or readily ascertainable to the industry in which the Company competes, and that gives or tends to give the Company a competitive advantage over persons who do not possess such information or the secrecy of which is otherwise of value to the Company in the conduct of its business regardless of when and by whom such information was developed or acquired, and regardless of whether any of these are described in writing, copyrightable or considered copyrightable, patentable or considered patentable. Confidential Information includes, but is not limited to, the Company’s trade secrets, information related to present and potential customers, vendors and suppliers (including, but not limited to, lists, contact information, requirements, contract terms, and pricing), methods of operations, research and development, product information, business technical information, including technical data, techniques, solutions, test methods, quality control systems, processes, design specifications, technical formulas, procedures and information, sales plans and strategies, pricing and profit information, financial information, marketing data, all agreements, schematics, manuals, studies, reports, and statistical information relating to the Company, all formulations, database files, information technology, strategic alliances, products, services, programs and processes used or sold, and all software licensed or developed by the Company, computer programs, systems and/or software, ideas, inventions, business information, know‑how, improvements, designs, redesigns, creations, discoveries and developments of the Company. Confidential Information includes all forms of the information, whether oral, written or contained in electronic or any other format. Confidential Information excludes information which (i) is in the public domain through no act or omission of Executive in violation of any agreement that Executive is a party to with the Company, or (ii) has become available to Executive on a nonconfidential basis from a source other than the Company without breach of such source’s confidentiality or nondisclosure obligations to the Company.

d.    “Customer” means any actual or former customer or client of the Company that Executive knows to have been engaged as a customer or client of the Company during the one (1) year period prior to the Date of Termination.

e.    “Prohibited Capacity” means:

i. The same or similar capacity or function in which Executive worked for the Company at any time during the last two (2) years of Executive’s employment; or

ii. Any other capacity in which Executive’s knowledge of Confidential Information would render Executive’s assistance to a Competing Business a competitive advantage.

f.    “Protection Period” means:

i. The period commencing on the Date of Termination and ending on the date [Add Months of Protection Period] after the Date of Termination, if Executive is terminated and receives benefits pursuant to Section 3.1 of this Agreement; or

ii. The period commencing on the Date of Termination and ending on the date one (1) year after the Date of Termination, if Executive is terminated for any reason outside of Section 3.1 of this Agreement, regardless of whether the termination is voluntary or involuntary. Notwithstanding the foregoing, the Protection Period shall not apply following a termination of this Agreement due to non-renewal pursuant to Section 2.1, either by the Company or the Executive, in which severance payments and benefits are not provided under Sections 3.1 or 3.2.

In the event Executive breaches the covenants contained in this Article V, the periods defined in this Section shall be extended for an additional period of time equal to the time that elapses from the commencement of the breach to the later of (a) the termination of such breach or (b) the final resolution of any litigation stemming from such breach.

g.    “Restricted Territory” means any state in which the Company or an Affiliate is licensed as an incumbent or competitive local exchange carrier.

ARTICLE VI

DISPUTES

6.1.    Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from Executive to the Company either before suit thereupon is filed or within twenty (20) business days thereafter, be settled exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three (3) arbitrators sitting (a) if Executive is employed by the Company or any Affiliate at the time of the initiation of the arbitration, in the municipality in which Executive’s principal place of employment is located at the time, and (b) if Executive’s employment with the Company or any Affiliate has terminated prior to the time of initiation of the arbitration, at a location that is within fifty (50) miles of the location of Executive’s principal place of employment at the time of his/her termination of employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under on in connection with this Agreement in a court of competent jurisdiction in accordance with Section 6.2 below. Notwithstanding the foregoing, the

Company shall not be required to seek or participate in arbitration regarding any breach or threatened breach by Executive of his/her obligations in Article V, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 6.2 below.

6.2.    Any legal action concerning this Agreement, other than an arbitration described in Section 6.1, whether instituted by the Company or Executive, shall be brought and resolved only in a state court or federal court of competent jurisdiction located in the territory that encompasses the city, county or parish in which Executive’s principal residence is located, or was located at the time of termination of employment. The Company hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of that court and hereby irrevocably agrees that all claims in respect of the action shall be instituted, heard and determined in that court. The Company agrees that such court is a convenient forum, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6.3.    Provided that Executive prevails on any material claim made by him/her, and disputed by the Company, under the terms of this Agreement, the Company agrees to pay (within thirty (30) business days following the Company’s receipt of an invoice from Executive), to the full extent permitted by law, all legal fees and expenses which Executive (or his/her heirs or legal representatives) may reasonably incur as a result of any contest by either party (including, as the case may be, the Company, any of its affiliates or their respective predecessors, successors or assigns, or Executive, his/her estate, beneficiaries or their respective successors and assigns) of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement).

ARTICLE VII

SUCCESSORS

7.1.    In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The provisions of this Article VII shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation or transfer of all or substantially all of the business or assets of that subsequent employer.

7.2.    This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amount would be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of Executive’s estate.

ARTICLE VIII

NOTICES

8.1    For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by (1) United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt; (2) personal delivery to the Chief Executive Officer or Chief Human Resources & Legal Officer; or (3) email:

To the Company, with a copy to the Chief Human Resources & Legal Officer:

Windstream Services, LLC

4001 Rodney Parham Road

Little Rock, Arkansas 72212

Attention: Chief Executive Officer

Tony.thomas@windstream.com

John.fletcher@windstream.com

To Executive: At Executive’s most recent mailing address in the records of Windstream Services, LLC, or at Executive’s Windstream employee email address (during employment).

ARTICLE IX

MISCELLANEOUS

9.1    This Agreement embodies the entire agreement of the parties hereto relating to separation or severance pay and, except as specifically provided herein, no provisions of any employee manual, personnel policies, corporate directives or other agreement or document shall be deemed to modify the terms of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall supersede the provisions of restricted shares agreements which provide for the vesting of unvested restricted share awards upon a qualified termination following a Change‑in‑Control. Except as otherwise provided in Section 5.5, no amendment or modification of this Agreement shall be valid or binding upon Executive or the Company unless made in writing and signed by the parties hereto. This Agreement supersedes all prior understandings and agreements addressing severance or separation pay to which Executive and the Company or an Affiliate are or were parties, including any previous Change‑in‑Control Agreements, offer letter provisions, or other employment agreements.

9.2    No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

9.3    No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

9.4    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.5    This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

Exhibit A

CONFIDENTIAL GENERAL RELEASE

This CONFIDENTIAL GENERAL RELEASE (this “General Release”) is made and entered into by and between Windstream Services, LLC (“Windstream” or “Company”) and [name] (“Executive” or sometimes referred to herein as “you”).

WITNESSETH

In consideration of the mutual promises herein contained, Windstream and Executive agree as follows:

FIRST: You are hereby informed that you have forty‑five (45) calendar days from [date] to consider the terms of this General Release. You are advised to discuss the terms with an attorney of your choice. The forty‑five (45) calendar days shall expire on [date]. If you choose to execute this General Release before the end of forty‑five (45) days, that is solely your choice. If you choose to execute this General Release, you will have seven (7) days from the date of execution to revoke, i.e. cancel, your consent to the General Release. If you choose to revoke this General Release, you must notify the Chief Human Resources & Legal Officer in writing of your revocation within the seven (7) day revocation period. The separation benefits outlined in Paragraph SECOND shall not be due and payable, and this General Release shall not become effective, binding or enforceable, until the seven (7) day revocation period has expired. Once the seven (7) day revocation period has elapsed, you can no longer revoke your acceptance of the separation benefits outlined in Paragraph SECOND or this General Release.

SECOND: Executive is party to a Change‑in‑Control and Severance Agreement with Windstream (the “Agreement”). Windstream agrees that when you have signed this General Release, returned the signed original to Windstream on or before [date], and remain in compliance with all conditions and agreements in this General Release, including, without limitation, paragraphs EIGHTH and ELEVENTH, you will receive the payments and benefits set forth in Section [___] of the Agreement, pursuant to the terms of the Agreement.

You acknowledge and agree that the payments and promises made by Windstream hereunder represent substantial value over and above that to which you would otherwise be entitled. You acknowledge and agree that the payments described herein are in lieu of and replace any other severance benefits to which you may be entitled. Windstream shall have the right to deduct from all payments made under this General Release any federal, state, local, foreign or other taxes which are required to be withheld with respect to such payments.

THIRD: The parties acknowledge that this General Release is entered into solely for the purpose of ending their employment relationship on an amicable basis and shall not be construed as an admission of liability or wrongdoing by either party and that both the Windstream Group (defined below) and Executive have expressly denied any such liability or wrongdoing. Executive agrees that he/she is eligible for reemployment by Windstream Group only by mutual agreement and consent of the parties.

FOURTH: You state and agree that your last day worked at Windstream was on [date], with an effective termination date of [date] (the “Date of Termination”). You state and agree that, if applicable, you are no longer an officer of the Company, any companies controlled by, controlling or under common control with the Company, and any predecessors, successors or assigns to the foregoing.

FIFTH: You understand, acknowledge and agree that your participation, if eligible and enrolled, under Windstream’s Health, Dental, Term Life Insurance, Vision Insurance and Voluntary Life Insurance ends as of [date], and Long Term Disability Insurance ends as of the Date of Termination. You will remain eligible to continue health and dental coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if you enroll and meet all the requirements for participation. Amounts that are vested benefits or which you are otherwise entitled to receive under any plan or arrangement with Windstream as of the Date of Termination shall be payable in accordance with such plan or arrangement except as modified by this General Release. Unless otherwise provided in this paragraph FIFTH, as of the Date of Termination you shall cease to be eligible to participate in Windstream’s compensation, benefit, incentive (including, but not limited to, individual incentive, project incentive, annual incentive, long‑term incentive and annual bonus), pension, welfare and other plans and arrangements, and any predecessor or successor to any such plans and arrangements.

SIXTH: As a material inducement to Windstream to enter into this General Release, you, on your own behalf and on behalf of your heirs, representatives, agents and assigns by dower or otherwise, hereby irrevocably and unconditionally COVENANT NOT TO SUE OR OTHERWISE VOLUNTARILY PARTICIPATE IN ANY LAWSUIT AGAINST, FULLY RELEASE, ACQUIT, INDEMNIFY, HOLD HARMLESS and OTHERWISE FOREVER DISCHARGE (a) Windstream Services, LLC, (b) any companies controlled by, controlling or under common control with Windstream Services, LLC, and any predecessors, successors or assigns to the foregoing (together with Windstream Services, LLC, the “Windstream Group”), (c) the Windstream Group’s compensation, benefit, incentive (including, but not limited to, individual incentive, project incentive, annual incentive, long‑term incentive and annual bonus), pension, welfare and other plans and arrangements, and any predecessor or successor to any such plans and arrangements (including the sponsors, administrators and fiduciaries of any such plan and/or arrangements), and (d) any of the Windstream Group’s current or former officers, directors, agents, executives, employees, attorneys, insurers, shareholders, predecessors, successors or assigns (hereinafter collectively “Releases”) from any and all actions, charges, claims, debts, complaints, demands, damages or liabilities of any kind or character whatsoever, known or unknown, in law or in equity (“Claims”), which you now have or may have had whether or not based on or arising out of your employment relationship with the Windstream Group or the termination of that employment relationship through the date of execution of this General Release. You understand and agree that you are waiving and releasing any and all Claims, including, but not limited to, the following:

a.      Those arising under any federal, state or local statute, ordinance or common law governing or relating to your employment relationship, including, but not limited to, (i) any claims on account of, arising out of or in any way connected with your hiring by the Windstream Group, employment with the Windstream Group or the termination of that employment, (ii) any claims alleged or which could have been alleged in any charge or

complaint against the Windstream Group, including, but not limited to, those with the Equal Employment Opportunity Commission, or other similar state agency, the Occupational Safety and Health Administration, and the Secretary of Labor, (iii) any claims relating to the conduct, including action or inaction, of any executive, employee, officer, director, agent or other representative of the Windstream Group, (iv) any claims of discrimination, harassment or retaliation on any basis, (v) any claims arising from any legal restrictions on an employer’s right to separate its employees, (vi) any claims for personal injury, compensatory or punitive damages, front pay, back pay, liquidated damages, treble damages, legal and/or attorneys’ fees, expenses and litigation costs or other forms of relief, (vii) any claims for compensation and benefits, (viii) any cause of action or claim that could have been asserted in any litigation or other dispute resolution process, regardless of forum (judicial, arbitral or other), against any employee, officer, director, agent or other representative of the Windstream Group, (ix) any claim for, or right to, arbitration, and any claim alleged or which could have been alleged in any charge, complaint or request for arbitration against the Windstream Group, (x) any claim on account of, arising out of or in any way connected with any employment agreement between you and the Windstream Group, (xi) any claim on account of, arising out of or in any way connected with the alleged termination of your employment without “cause” or for “good reason,” (xii) any claim on account of, arising out of or in any way connected with medical, dental, life insurance or other welfare benefit plan coverage, and (xiii) all other causes of action sounding in contract, tort or other common‑law basis, including, but not limited to: (A) the breach of any alleged oral or written contract, (B) negligent or intentional misrepresentations, (C) wrongful discharge, (D) just cause dismissal, (E) defamation, (F) interference with contract or business relationship, (G) negligent or intentional infliction of emotional distress, (H) promissory estoppel, (I) claims in equity or public policy, (J) assault, (K) battery, (L) breach of employee handbooks, manuals or other policies, (M) breach of fiduciary duty, (N) false imprisonment, (O) fraud, (P) invasion of privacy, (Q) whistleblower claims, (R) negligence, negligent hiring, retention or supervision and (S) constructive discharge; and

b.      Those arising under any law relating to sex, age, race, color, religion, handicap or disability, harassment, veteran status, sexual orientation, retaliation, or national origin discrimination, including, without limitation, any rights or claims arising under Title VII of the Civil Rights Act of 1866 and 1964, as amended, 42 U.S.C. §§ 1981 and 2000(e)  et   seq ., the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq ., as amended by the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12,101 et seq .; Sections 806 and 1107 of the Sarbanes‑Oxley Act of 2002; the Fair Labor Standards Act of 1938, 29 U.S.C. §§ 201 et seq .; the National Labor Relations Act, 29 U.S.C. §§ 151 et   seq .; the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq .; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et   seq .; any state’s Worker Adjustment and Retraining Notification Act; any state’s Human Rights Act; any state’s Wage Payment and Collection Law; and any other similar state statutes, as such statutes may be amended from time to time; and

c.      Those arising out of Employee Retirement Income Security Act of 1974, as amended; and

d.      Those arising out of the Family and Medical Leave Act, 29 U.S.C. §§ 2601 et seq .; and

e.      Those arising under the civil rights, labor and employment laws of any state, municipality or local ordinance; and

f.      Any claim for reinstatement, compensatory damages, back pay, front pay, interest, punitive damages, special damages, legal and/or attorneys’ fees, expenses and litigation costs, including expert fees; and

g.      Those arising out of any other federal, state or local law that affords employees or individuals protection of any kind whatsoever; and

h.      Subject to Paragraph THIRTEENTH, those arising under the following agreements or plans (and any predecessor or successor to any such agreements or plans):

SEVENTH: You represent and agree that you have not filed any Claim against the Releases. Nothing contained in this General Release, or any other agreement, policy, practice, procedure, directive or instruction maintained by the Company, shall prohibit Executive from reporting possible violations of federal, state or local laws or regulations to any federal, state or local governmental agency or commission (a “Government Agency”) or from making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Executive does not need prior authorization of any kind to make any such reports or disclosures to any Government Agency, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this General Release limits any right Executive may have to receive a whistleblower award or bounty for information provided to any Government Agency. By executing this General Release, Executive acknowledges that the Company has informed Executive, in accordance with 18 U.S.C. § 1833(b), that Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure: (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

EIGHTH: As further consideration and material inducement for Windstream to enter into this General Release, you agree not to disclose, orally or in writing, to any person, corporation, firm, business, entity, court or governmental authority, without the prior written consent of Windstream:

a.      the terms and provisions of this General Release, including, but not limited to, the amounts paid pursuant to this General Release; or

b.      any documents, files, records or any other information related to this General Release.

Notwithstanding the foregoing, Executive may disclose information about this General Release to (1) his/her spouse, (2) his/her attorney, and (3) his/her tax advisor solely for the purpose of obtaining tax advice, so long as each person agrees to the confidentiality provisions in this paragraph EIGHTH. Further, you agree to refrain from disparaging any member of the Windstream Group, its officers, Board of Directors, or other Releases in statements or releases to the media or in verbal or written communications with Windstream customers, employees or individuals or representatives of entities with whom Windstream has a current contractual relationship.

The Company agrees that Executive may respond to legitimate inquiries regarding his/her employment with the Company by stating that the parties terminated their relationship on an amicable basis and that the parties have entered into a confidential General Release that prohibits him/her from further discussing the specifics of his/her separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in the General Release. Further, nothing contained herein shall be construed to limit or otherwise restrict the Windstream Group’s ability to disclose the terms and conditions of the General Release as may be required by law or business necessity.

NINTH: Any and all Windstream Group papers, records, files (complete or in process), keys, documents, credit cards, confidential or proprietary information, trade secrets, databases and compilations, computer software programs, computer hardware, customer information, blueprints, personal communication devices, equipment, or any other property owned by the Windstream Group in your possession or under your control on your last day of employment shall be immediately returned to Windstream Group (without your retaining any copies thereof).

TENTH: You acknowledge that you are no longer authorized to incur any expenses on behalf of the Windstream Group or bind the Windstream Group in any way after your last day of employment. If you should bind or attempt to bind the Windstream Group in any way after your last day of employment, you agree to indemnify, defend and hold the Windstream Group harmless against any loss, damage, claim or expense (including reasonable attorneys’ fees) arising from such unauthorized actions.

ELEVENTH: You agree to be reasonably available and cooperate with Windstream Group officials and designated agents with respect to any possible, potential or actual court or administrative agency proceedings brought by or against the Windstream Group about which you may have knowledge or information. Windstream Group shall reimburse you for any reasonable expenses you incur in complying with this provision.

TWELFTH: Notwithstanding anything herein to the contrary, the sole matters to which this General Release does not apply are: (a) your rights of indemnification and directors and officers liability insurance coverage to which you were entitled immediately prior to your

termination of employment with regard to your service as an officer or director of any member of the Windstream Group, if applicable, (b) your rights under any tax‑qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement (whether tax‑qualified or not) maintained by the Windstream Group or under COBRA, (c) your rights under any equity awards, agreements or plans for which you received grants prior to termination and which by their terms or the terms of the Agreement do not lapse; or (d) your rights to receive the payments and other consideration specified in paragraph SECOND of this General Release.

THIRTEENTH: In the event that you breach or threaten to breach any provision of this General Release, you agree that the Windstream Group shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. You hereby waive any claim that the Windstream Group has an adequate remedy at law. In addition, and to the extent not prohibited by law, you agree that the prevailing party shall be entitled to an award of all costs and attorneys’ fees in any successful effort to enforce the terms of this General Release. You agree that the foregoing relief shall not be construed to limit or otherwise restrict the Windstream Group’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if you pursue any claims against any Releasee subject to this General Release, you agree to immediately reimburse Windstream the amount of the payments and the value of the other consideration received by you in accordance with Paragraph SECOND of this General Release to the fullest extent permitted by law.

FOURTEENTH: You state and agree that in executing this General Release you do not rely and have not relied upon any representation or statement made by Windstream or by any of Windstream’s agents, representatives or attorneys with regard to the subject matter, bases or effect of this General Release.

FIFTEENTH: Each of the promises and obligations contained in this General Release shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the parties.

SIXTEENTH: This General Release shall in all respects be governed under the Laws of the State of Arkansas.

SEVENTEENTH: This General Release sets forth the entire agreement between you and Windstream and fully supersedes or replaces any and all prior agreements or understandings between the parties relating to the subject matter contained in the General Release. Notwithstanding the preceding sentence, this General Release shall not supersede or have any effect on any prior confidentiality, noncompetition, nonsolicitation, or nondisclosure covenant(s) executed by you for the benefit of the Windstream Group, specifically including, but not limited to, Article V of the Agreement.

EIGHTEENTH: It is the desire of the parties that if any of the provisions of this General Release be judged to be invalid or unenforceable, or if compliance with any provision is restrained until a final determination as to its legality, then the changes or restraint will apply only to the operation of that part or parts judged invalid, unenforceable or restrained. To the extent any part

of this General Release is deemed invalid, unenforceable or restrained, the remaining agreement parts will be valid and enforceable to the fullest extent possible.

NINETEENTH: This General Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

NOTICE TO EXECUTIVE - PLEASE READ CAREFULLY BEFORE SIGNING:

THIS GENERAL RELEASE IS A LEGALLY BINDING DOCUMENT WITH IMPORTANT LEGAL CONSEQUENCES. YOU ARE ENTITLED TO A PERIOD OF NOT LESS THAN FORTY‑FIVE (45) CALENDAR DAYS IN WHICH TO REVIEW AND CONSIDER THIS DOCUMENT BEFORE SIGNING IT. PLEASE RETURN THE SIGNED GENERAL RELEASE TO:

Windstream Services, LLC

4001 Rodney Parham Drive

Mailstop B1F02‑93

Little Rock, AR 72212

Attn: Chief Human Resources & Legal Officer

IT IS RECOMMENDED THAT YOU CONSULT YOUR OWN ATTORNEY BEFORE SIGNING THIS DOCUMENT. BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE PROVISIONS CONTAINED IN THIS GENERAL RELEASE.

IN WITNESS WHEREOF, the parties have themselves signed, or caused a duly authorized agent thereof to sign, this General Release on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.

Exhibit 10.3

WINDSTREAM EXECUTIVE SEVERANCE PLAN

ARTICLE I

PURPOSE

The Windstream Executive Severance Plan (the “Plan”) was established effective as of September 1, 2017 (the “Effective Date”). The purpose of the Plan is to provide severance benefits to certain eligible employees of Windstream Services, LLC, a Delaware limited liability company (the “Company”), who are terminated from employment in certain limited circumstances. The Plan is intended to replace each existing offer letter, employment agreement and severance agreement between the Company and Participants (as defined below) regarding severance or Change in Control (as defined below) benefits.

ARTICLE II

DEFINITIONS

For the purposes of the Plan the following definitions shall apply:

2.1    “ Accrued Obligations ” means the sum of (a) Participant’s Base Salary through the Date of Termination to the extent not already paid, (b) Participant’s business expenses that are reimbursable in accordance with the Company’s policies and for which Participant submits for reimbursement within thirty (30) calendar days following the Date of Termination, but have not been reimbursed by the Company as of the Date of Termination, and (c) Participant’s accrued, unused vacation time.

2.2    “ Affiliate ” means any entity controlled by, controlling, or under common control with, the Company.

2.3    “ Annual Incentive Target ” means Participant’s target annual incentive opportunity expressed as a percentage of Participant’s base salary. Any “special” or other bonus arrangements are specifically excluded from this definition.

2.4    “ Base Salary ” means Participant’s annual rate of base salary in effect immediately prior to the occurrence of the facts, circumstances or reasons giving rise to Participant’s termination of employment.

2.5    “ Board ” means the Board of Directors of the Corporation, as constituted from time to time.

2.6    “ Business Combination ” means the consummation of a reorganization, merger or consolidation or sale or other disposition of more than fifty percent (50%) of the assets of the Corporation.

2.7      “ Cause ” for termination by the Company of Participant’s employment shall mean the occurrence of any one of the following: (a) Participant’s substantial, willful failure or refusal to perform the duties or render the services reasonably assigned to Participant by the Company or any Affiliate other than resulting from Participant’s incapacity due to physical or mental illness,

(b) a conviction, guilty plea or plea of nolo contendere of Participant for any felony, (c) the willful engaging by Participant in misconduct that is demonstrably and materially injurious to the Company or any Affiliate, monetarily or otherwise, (d) a material violation by Participant of the corporate governance board guidelines or code of ethics of the Company or any Affiliate, (e) a material violation by Participant of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation, or (f) the repeated use of alcohol by Participant that materially interferes with his/her duties, the use of illegal drugs by Participant, or a violation by Participant of the drug and/or alcohol policies of the Company or any Affiliate. No act or omission on Participant’s part shall be considered “willful” unless it is done or omitted in bad faith or without Participant’s reasonable belief that the action or omission was in the best interests of the Company. Any purported termination for Cause that does not follow the notice provisions set forth in Section 2.22 shall be deemed a termination without Cause.

2.8      “ Change in Control ” means if at any time any of the following events shall have occurred:

a. The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Voting Securities of the Corporation where such acquisition causes any such Person to own fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities; provided, however, that for purposes of this definition, any acquisition by any Person pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subparagraph c. below shall not be deemed to result in a Change in Control;

 

b. Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose appointment or election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

c. A Business Combination unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of the outstanding shares of common stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding Voting Securities, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the

outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Board members at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

 

d.    Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

2.9      “ Change in Control Protection Period ” means the period commencing on a Change in Control and ending on the second anniversary thereof.

2.10    “ CIC Restrictive Covenant Period ” means the number of months specified in Participant’s Participation Notice.

2.11    “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

2.14    “ Corporation ” means Windstream Holdings, Inc.

2.15    “ Date of Termination ” means the effective date of Participant’s termination of employment with the Company or its Affiliates.

2.16    “ Disability ” shall be deemed the reason for the termination by the Company of Participant’s employment if, as a result of Participant’s incapacity due to physical or mental illness, Participant has been absent from the full-time performance of Participant’s duties with the Company or an Affiliate for a period of six (6) consecutive months, the Company has given Participant a Notice of Termination for Disability, and within twenty (20) business days after the Notice of Termination is given, Participant has not returned to the full-time performance of Participant’s duties. Any purported termination for Disability that does not follow the notice provisions set forth in Section 2.22 shall be deemed not to be a termination for Disability.

2.17    “ Eligible Employee ” means an individual who is qualified and designated as such pursuant to Section 3.1 hereof.

2.18    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

2.19    “ Good Reason ” for termination by Participant of Participant’s employment means the occurrence on or after a Change in Control, without Participant’s express written consent, of any one of the following:

a. a material adverse alteration in the nature or status of Participant’s authority, duties, or responsibilities from those in effect immediately prior to the Change in Control;

b. any reduction in Participant’s Base Salary;

c. a transfer of Participant’s principal place of employment to a location more than thirty-five (35) miles away from his/her principal place of employment immediately prior to the Change in Control;

d. the failure by the Company to maintain Participant’s total compensation opportunity (i.e., base salary, short-term incentive, and long-term incentive) in the aggregate, as of the Effective Date or, if later, the date on which the Participant becomes eligible to participate in the Plan, or such higher compensation opportunity as determined by the Company from time to time, unless such compensation is changed by the Company as part of a change in the Company’s executive compensation program in a manner applied equally to similarly situated executives;

e. the failure by the Company to continue to provide Participant with health, welfare and retirement benefits substantially similar, in the aggregate, to those enjoyed by Participant under the Company’s employee benefit plans in which Participant was participating, or the failure by the Company to provide Participant with the number of paid vacation days to which Participant is entitled in accordance with the Company’s normal vacation policy, unless such benefits are changed by the Benefits Committee of the Company as part of a change in the Company’s executive benefit program in a manner applied equally to similarly situated executives;

f. the failure by the Company to pay to Participant any portion of Participant’s current compensation, or to pay to Participant any deferred compensation under any deferred compensation program of the Company, within five (5) calendar days after the date the compensation is due (taking into account applicable restrictions under Section 409A or other applicable law) or to pay or reimburse Participant for any expenses incurred by him/her for required business travel; or

g. any failure by the Company to comply with and satisfy Section 9.4 of the Plan, other than an unintentional failure not occurring in bad faith which is remedied by the Company promptly after receipt of notice thereof given by Participant.

An event described in Section 2.19(d) or (e) (including, but not limited to, a Company decision regarding a Participant’s total compensation opportunity or health, welfare and retirement benefits, but excluding a decision made as part of a change in the Company’s executive compensation or executive benefit program that is made in a manner applied equally to similarly situated executives) shall not constitute Good Reason if Participant consents to the event in writing.

2.20    “ Incumbent Board ” means the individuals who, as of the Effective Date, constitute the Board.

2.21    “ Notice of Occurrence of Good Reason ” means the written notice of the occurrence of an event, which has become effective, that Participant believes to constitute Good Reason for

Participant to terminate his/her employment that is communicated in accordance with Section 9.2 of the Plan.

2.22    “ Notice of Termination ” means the written notice of termination of Participant’s employment that is communicated in accordance with Section 9.2 of the Plan. If the Company terminates Participant for Cause or Disability, the Notice of Termination shall specify in reasonable detail the grounds for the termination for Cause or Disability.

2.23    “ Outplacement Services ” means outplacement services from a recognized outplacement service provider.

2.24    “ Participant ” means an Eligible Employee who meets the eligibility requirements and other conditions of Sections 3.1 and 3.2 hereof (including the timely execution and delivery of a Participation Notice), until such time as the Eligible Employee’s participation ceases in accordance with Section 3.3 hereof.

2.25    “ Participation Notice ” means the notice provided to an employee of the Company that designates such individual as a Participant in the Plan and the terms and conditions of such individual’s participation in the Plan, which notice shall be substantially in the form set forth on Exhibit A .

2.26    “ Person ” means any individual, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

2.27    “ Protection Period ” has the meaning specified in Section 8.11(e).

2.28    “ Section 409A ” shall mean Section 409A of the Code and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

2.29    “ Severance Multiplier ” means the multiplier applicable to a Participant as stated in such Participant’s Participation Notice.

2.30    “ Voting Securities ” means the securities of the Corporation which entitle the owner or holder thereof to vote generally for the election of Corporation directors.

ARTICLE III

ELIGIBILITY FOR SEVERANCE PAYMENTS AND BENEFITS

3.1     Eligible Employees . Eligibility to participate in the Plan shall be limited to those officers and key employees of the Company and its Affiliates who (a) are full-time employees, and (b) are designated as Eligible Employees by the Chief Executive Officer and the Chief Human Resources & Legal Officer of the Company, in their sole discretion, provided that in no event may an executive officer subject to the reporting requirements of Section 16 of the Exchange Act be

considered an Eligible Employee unless approved by the Compensation Committee of the Board of Directors of the Company.

3.2     Participation . As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver a Participation Notice to the Company within thirty (30) calendar days after the Eligible Employee first receives the Participation Notice to be executed.

3.3     Duration of Participation . An Eligible Employee participating in the Plan shall cease to be a Participant in the Plan if the Eligible Employee ceases to be employed by the Company or an Affiliate for any reason, unless such Eligible Employee is then entitled to a severance benefit as provided in Section 3.4 or 3.6 of the Plan. Notwithstanding anything herein to the contrary, a Participant who is entitled to a severance benefit as provided in Section 3.4 or 3.6 of the Plan shall remain a Participant in the Plan until the amounts and benefits payable under the Plan have been paid or provided to Participant in full.

3.4     Change in Control Protection Period . If, during a Change in Control Protection Period, (a) the Company shall terminate a Participant’s employment other than for Cause, Disability or death, or (b) Participant shall terminate employment for Good Reason (after having complied with Section 3.5), then the Company shall provide the following benefits to Participant, in addition to the Accrued Obligations:

If (a) Participant is terminated by the Company without Cause, or an event constituting Good Reason occurs, following the public announcement of a definitive agreement that, when consummated, would constitute a Change in Control, and (b) such Change in Control is consummated, then the termination or event constituting Good Reason shall be deemed to occur within the Change in Control Protection Period, and Participant shall be entitled to the benefits described in this Section 3.4.

3.5    Any Participant claiming Good Reason to terminate his/her employment must provide the Company a Notice of Occurrence of Good Reason within ninety (90) calendar days after the occurrence of the event. Unless the Company waives in writing its rights under this Section 3.5, failure for any reason to give Notice of Occurrence of Good Reason shall be deemed a waiver of the right to terminate employment for such Good Reason. Following receipt of the Notice of Occurrence of Good Reason, the Company shall have a period of thirty (30) calendar days in which to cease and/or cure the event, circumstance, or conduct constituting Good Reason (the “Cure Period”). If the event, circumstance, or conduct constituting Good Reason is ceased and/or cured within the Cure Period, Participant will not be entitled to severance payments and benefits with respect to such occurrence. If the Company waives in writing its right to cure or does not cure the

event, circumstance, or conduct constituting Good Reason within the Cure Period, Participant shall have thirty (30) days after the earlier of the receipt of the written waiver or end of the Cure Period to provide Notice of Termination to the Company in order to exercise the right to terminate employment for Good Reason with respect to such event, circumstance, or conduct. If Participant fails to deliver Notice of Termination within such time period, such failure shall be deemed a waiver of the right to terminate employment for Good Reason as a result of such event, circumstance, or conduct. Following the Notice of Termination, the Company will have no opportunity to cure, and Participant will be entitled to severance payments and benefits under the Plan. Participant’s actual termination date shall be determined in the sole discretion of the Company but no later than thirty (30) calendar days from the date of the Notice of Termination. Notwithstanding anything in this Plan to the contrary, in the event of any reduction in a Participant’s total compensation opportunity or employee benefits that would constitute Good Reason under Section 2.19, such reduction shall be disregarded for purposes of calculating amounts due to the Participant under Section 3.4 or 3.6.

3.6     Outside of Change in Control Protection Period . If, other than during a Change in Control Protection Period, Participant’s employment is terminated by the Company for any reason other than Cause, Disability or death (but specifically excluding a resignation by Participant for any reason or no reason), then the Company shall provide the following benefits to Participant, in addition to the Accrued Obligations:

3.7     Release . Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any benefits to a Participant under Section 3.4 or 3.6 hereof unless: (a) Participant first executes no later than forty-five (45) calendar days after the Date of Termination a release of claims agreement in the form attached hereto as Exhibit B , with such changes as the Company may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law, (b) Participant does not revoke the release within seven (7) days after signature, and (c) the release becomes effective and irrevocable in accordance with its terms. If the combined release execution period and revocation period span two (2) calendar years, payments subject to the release will commence in the second calendar year.

3.8     Exclusive Severance Benefit . Notwithstanding the foregoing provisions of this Article III, and except as specifically provided below, any severance payments or benefits received by a Participant pursuant to the Plan shall be in lieu of any benefits under the Windstream Severance Pay Plan or any other severance or reduction-in-force plan, program, policy, agreement or arrangement maintained by the Company or an Affiliate (not including an equity award agreement, retirement or deferred compensation plan or similar plan or agreement which may contain provisions operative on a termination of Participant’s employment or which may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment) and in lieu of any severance or separation pay benefit that may be required under applicable law. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Participant under any of the provisions of the Plan.

3.9     Tax Withholding . The Company may withhold from all payments due to Participant (or his/her estate) hereunder all taxes which, by applicable federal, state, local or other law, are required to be withheld.

3.10     Coordination with WARN Act . To the extent that the Company determines that Participant’s termination may be subject to the Worker Adjustment and Retraining Notification Act or any other similar federal, state or local law regarding mass employment separations (collectively, “WARN Act”), notwithstanding any other provision of the Plan, the Company shall

endeavor to comply with the WARN Act, to the extent applicable, by giving notice of the termination (“WARN Act Notice”) at least sixty (60) days in advance of the termination date. The period between the WARN Act Notice date and the termination date is hereinafter referred to as “WARN Act Notice Period.” The Company’s determination that a Participant may be subject to the WARN Act and/or any corresponding actions taken or statements made are not an admission or indication that any WARN Act or WARN Act obligations are applicable, triggered, invoked or owed and do not waive or otherwise hinder the Company’s ability to argue the WARN Act does not apply or to take other similar positions.

The Company may excuse Participant from work during all or part of the WARN Act Notice Period and provide Participant with a payment or payments intended to satisfy all or part of any potential WARN Act obligations, including those during the WARN Act Notice Period. If this occurs, any benefit shall be reduced and offset by and may be coordinated with any payment(s) Participant receives during the WARN Act Notice Period After any offset/deduction, the Company will provide the remaining benefits (subject to the release requirement described in Section 3.7) to Participant.

If Participant is not excused from work following the WARN Act Notice date, the regular salary or wages paid to Participant during the WARN Act Notice Period will constitute Participant’s usual compensation and not a benefit under the Plan.

3.11     Payment After Participant’s Death . If Participant dies after all conditions to receive benefits under Section 3.4 or 3.6 have been satisfied, any amount not yet paid to Participant under the Plan (other than amounts which, by their terms, terminate upon the death of Participant) shall be paid in accordance with the terms of the Plan to the executors, personal representatives, or administrators of Participant’s estate.

3.12     No Duplication . In no event shall payments in accordance with this Plan be made in respect of more than one of Section 3.4 or 3.6.

    

ARTICLE IV

TAX INFORMATION

4.1     IRS Code Section 280G .

a. For the purposes of this Section 4.1, the following definitions apply:

i. “Accounting Firm” means an independent, certified public accounting firm with recognized specialization and expertise in the valuation of change-in-control severance benefits and the tax calculations required by this Section, designated by the Company prior to a Change in Control; however, if the Accounting Firm is not willing or able to value the restrictive covenants in Article VIII (or in the release of claims agreement in the form attached hereto as Exhibit B ), then the restrictive covenants shall be valued by an independent third-party valuation specialist selected by the Company prior to a Change in Control.

ii. “Excise Tax” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

iii. “Net After-Tax Benefit” means the aggregate Value of all Payments to Participant, net of all taxes imposed on Participant with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, as determined by the Accounting Firm after considering any value attributable to the restrictive covenants in Article VIII (or in the release of claims agreement in the form attached hereto as Exhibit B ) that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

iv. “Payment” shall mean any payment or distribution by the Company in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Participant that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or otherwise.

v. “Reduced Amount” means the greatest amount of Payments that can be paid to Participant that would not result in the imposition of the Excise Tax upon Participant if the Accounting Firm determines to reduce Payments to Participant pursuant to this Section 4.1, after considering any value attributable to the restrictive covenants in Article VIII (or in the release of claims agreement in the form attached hereto as Exhibit B ) that is treated as reasonable compensation described in Section 280G(b)(4) of the Code.

vi. “Value” of a Payment means the economic present value of a Payment as of the date of the Change in Control (or such other date as required pursuant to Section 280G), as determined by the Accounting Firm pursuant to Section 280G of the Code using the discount rate required by Section 280G(d)(4) of the Code.

b. If the Accounting Firm determines that any Payment to Participant would be subject to the Excise Tax, the Accounting Firm shall determine whether to reduce the aggregate amount of the Payments payable to Participant to the Reduced Amount. The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Participant would have a greater Net After-Tax Benefit if Participant’s Payments were reduced to the Reduced Amount. If, instead, the Accounting Firm determines that Participant would have a greater Net After-Tax Benefit if Participant’s Payments were not reduced to the Reduced Amount, Participant shall receive all Payments to which Participant is entitled under the Plan.

c. If the Accounting Firm determines that the aggregate Payments otherwise payable to Participant should be reduced to the Reduced Amount pursuant to this Section 4.1, the Company shall promptly give Participant notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 4.1 shall be binding upon the Company and Participant and shall be made within thirty (30) business days after a termination of Participant’s employment or such earlier date as requested by the Company. The reduction of Participant’s Payments to the Reduced Amount, if applicable, shall be made by reducing the

Payments detailed in Section 3.4 (and no other Payments) in the following order: (i) Severance Pay, (ii) Prorated Annual Incentive Target, (iii) COBRA Premium Subsidy, and (iv) Outplacement Services. All fees and expenses of the Accounting Firm pursuant to this Section 4.1 shall be borne solely by the Company.

4.2     IRS Code Section 409A .

a. Section 409A imposes payment restrictions on “nonqualified deferred compensation” (potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company’s intent that the Plan be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under the Plan are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible and, to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A to the maximum extent possible. To the extent that none of these exceptions applies, and to the extent that the Company determines it is necessary to comply with Section 409A ( e.g. , if Participant is a “specified employee” within the meaning of Section 409A), then notwithstanding any provision in the Plan to the contrary, all amounts that would otherwise be paid or provided to such Participant during the first six (6) months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day that is more than six (6) months after Participant’s separation from service.

b. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and Participant is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company or its Affiliates as an employee or consultant, and for purposes of any such provision of the Plan, references to the “Date of Termination,” a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

c. Whenever a payment under the Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. In the event the payment period under the Plan for any nonqualified deferred compensation commences in one calendar year and ends in a second calendar year, the payments shall not be paid (or installments commenced) until the later of the first payroll date of the second calendar year, or the date that the release described in Section 3.7 becomes effective and irrevocable, to the extent necessary to comply with Section 409A. For purposes of Section 409A, a Participant’s right to receive installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and distinct payments.

d. Although the Company will use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under the

Plan is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant (or any other individual claiming a benefit through Participant) as a result of the Plan.

ARTICLE V

PLAN ADMINISTRATION

5.1    The Plan shall be administered by the Benefits Committee (the “Committee”) of the Company. The Committee shall be the plan administrator for purposes of ERISA.

5.2    The Committee shall be a fiduciary under ERISA, having all powers expressly conferred upon it under the Plan and such other powers as are reasonably necessary to carry out expressed powers, authority and duties. The Committee shall have the discretionary power and authority to interpret and construe the provisions of the Plan and to make factual determinations in deciding whether a claimant (defined below) is entitled to benefits under the Plan. Benefits under the Plan shall be paid only if the Committee decides in its discretion that the claimant is entitled to benefits under the Plan. The Committee shall have the maximum discretion permitted under law to interpret the Plan, and all decisions of the Committee shall be final and binding on all interested parties.

5.3    Committee action shall be taken only with majority approval, which may be expressed by a vote at a meeting of the Committee or in writing without a meeting.

5.4    The Company shall indemnify any officer, director or employee of the Company to whom any power, authority or responsibility is allocated or delegated under the Plan for any liability actually and reasonably incurred with respect to the exercise or failure to exercise such power, authority or responsibility, unless such liability results from such person’s own gross negligence or willful misconduct.

5.5    Any person who thinks that he/she is entitled to receive a benefit under the Plan (the “claimant”) shall make application in writing on the form and in the manner prescribed by the Committee. If any claim for benefits filed by a claimant is denied in whole or in part, the Committee shall issue a written notice of such adverse benefit determination to the claimant. The notice shall be issued to the claimant within a reasonable period of time but in no event later than ninety (90) calendar days from the date the claim for benefits was filed. The notice issued by the Committee shall be written in a manner calculated to be understood by the claimant and shall include the following:

a. the specific reason or reasons for any adverse benefit determination;

b. the specific Plan provisions on which any adverse benefit determination is based;

c. a description of any further material or information that is necessary for the claimant to perfect his/her claim and an explanation of why the material or information is needed; and

d. an explanation of the Plan’s claim review procedure and time limits applicable to the Plan’s claim review procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

The Committee, as Plan administrator, shall comply with the additional requirements prescribed by DOL Reg. 2560.503‑1 for claims, including a determination of disability.

5.6    If the Committee denies a claim for benefits in whole or in part, or the claim is otherwise deemed to have been denied, the claimant or his/her duly authorized representative may submit to the Committee a written request for review of the claim denial within sixty (60) calendar days after the receipt of the notice of adverse benefit determination, which request shall contain the following information:

a. the date on which the claimant’s request was filed with the Committee; provided, however, that the date on which the claimant’s request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the claimant pursuant to this paragraph (a);

b. the specific portions of the adverse benefit determination which the claimant requests the Committee to review;

c. a statement by the claimant setting forth the basis upon which he/she believes the Committee should reverse the previous adverse benefit determination and accept his/her claim as made; and

d. any written material (offered as exhibits) which the claimant desires the Committee to examine in its consideration of his/her position as stated pursuant to paragraph (c).

The claimant or his/her duly authorized representative may:

i. submit written comments, documents, records and other information relating to the claim for benefits; and

ii. review pertinent documents, including, upon request in the manner and form prescribed by the Committee and free of charge, being provided reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

The review by the Committee shall consider all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee shall furnish a written decision on review not later than sixty (60) calendar days after receipt of the written request for review of the adverse benefit determination, unless special circumstances require an extension of the time for processing the appeal. If an extension of time for review is

required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension, and the Committee shall furnish a written decision on review not later than one hundred and twenty (120) calendar days after receipt of the written request for review of the adverse benefit determination. The decision on review shall be in writing, shall be written in a manner calculated to be understood by the claimant, and, in the case of an adverse benefit determination on review, shall include (a) specific reasons for the adverse benefit determination, (b) references to the specific Plan provisions on which the decision is based, (c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, (d) a statement that there is no voluntary appeal procedure offered by the Plan, and (e) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

The Committee shall comply with the additional requirements prescribed by DOL Reg. 2560.503‑1 for review of claims, including a determination of disability.

5.7    Notwithstanding anything to the contrary in the Plan, completion of the claims review procedures described in this Article shall be a condition precedent to the commencement of any external proceeding in connection with a claim for Plan benefits by a claimant or by any other person or entity claiming rights individually or through a claimant. Any suit or legal action initiated by a claimant must be brought by the claimant no later than one (1) year following a final decision on the claim under these claims procedures. The one (1) year statute of limitations on suits for benefits shall apply in any forum where a claimant initiates such suit or legal action. If a civil action is not filed within this period, the claimant’s claim will be deemed permanently waived and abandoned, and the claimant will be precluded from reasserting it.

ARTICLE VI

PLAN FUNDING

6.1    Benefits shall be paid solely out of the general assets of the Company. No Participant contributions are required or accepted.

6.2    All costs and expenses of Plan administration shall be paid by the Company.

ARTICLE VII

PLAN AMENDMENT AND TERMINATION

7.1    Prior to the consummation of a Change in Control, the Company shall have the power to amend or terminate the Plan from time to time in its discretion and for any reason (or no reason) (including the removal of an individual as a Participant by the Chief Executive Officer and the Chief Human Resources & Legal Officer of the Company), provided that no such amendment or termination shall be effective with respect to a termination of employment that occurred prior to the amendment or termination of the Plan. Notwithstanding the foregoing, during a Change in Control Protection Period, no amendment or termination of the Plan shall impair any rights or obligations to any Participant under the Plan (including the removal of an individual as a Participant) unless such Participant expressly consents to such amendment or termination.

ARTICLE VIII

RESTRICTIVE COVENANTS

8.1      Confidentiality . By signing the Participation Notice, during Participant’s employment and after the Date of Termination, Participant agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for Participant to perform Participant’s responsibilities for the Company, any of the Company’s Confidential Information (as defined in Section 8.11 below) acquired by Participant in connection with, Participant’s employment with the Company. Participant acknowledges that the Confidential Information is the exclusive property of the Company. Upon termination of Participant’s employment with the Company, for any reason, or at the request of the Company at any time, Participant shall promptly return to the Company all property then in Participant’s possession, custody or control belonging to the Company, including all Confidential Information. Participant shall not retain any copies of correspondence, memoranda, reports, notebooks, drawings, photographs or other documents in any form whatsoever (including information contained in computer or other electronic memory or on any computer or electronic storage device) relating in any way to the affairs of the Company and which were entrusted to Participant or obtained by Participant at any time during employment with the Company.

8.2      Customer Nonsolicitation . By signing the Participation Notice, Participant agrees that, during employment with the Company and thereafter during the Protection Period (as defined in Section 8.11 below), Participant will not, directly or indirectly (in a capacity where Participant could use specialized knowledge, training, skill or expertise, Confidential Information, or customer contacts or information obtained from the Company to the detriment of the Company): (i) solicit, attempt to solicit, call on, or accept business from any Customer (as defined in Section 8.11 below) or (ii) in any manner cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential business relationship with the Company.

8.3      Employee Nonsolicitation . By signing the Participation Notice, Participant agrees that, during employment with the Company and thereafter during the Protection Period, Participant will not directly or indirectly engage, solicit, hire, attempt to hire, or encourage any current employee or former employee (limited to former employees whose employment has been terminated or concluded for less than six (6) months) of the Company to leave or terminate his/her employment relationship with the Company.

8.4     Noncompetition . By signing the Participation Notice, Participant agrees that, if he/she receives benefits under the Plan pursuant to Section 3.4 or 3.6, he/she will comply with the noncompetition covenant outlined in Addendum 1 to the Plan.

8.5     Divisible Provisions . The individual terms and provisions of this Article VIII are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Article VIII shall thereby be affected. It is the intention of Participant and the Company that the potential restrictions on Participant’s solicitation and future employment imposed by this Article VIII be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Article VIII

unreasonable in duration or geographic scope or otherwise, Participant and the Company agree that the restrictions and prohibitions contained herein may be modified by a court of competent jurisdiction and shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

8.6     Injunctive Relief and Remedies . In the event of a breach or threatened breach of any of Participant’s duties and obligations under this Article VIII, the Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages it may suffer), to (a) temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, (b) cease making payments or providing benefits under Section 3.4 or 3.6 of the Plan (other than the Accrued Obligations and Vested Benefits), and (c) any other relief obtainable through statutory or common‑law means (including, but not limited to, applicable trade secrets law). By signing the Participation Notice, Participant expressly acknowledges that the harm that might result to the Company’s business as a result of any noncompliance by Participant with the provisions of this Article VIII would be irreparable. By signing the Participation Notice, Participant specifically agrees that if there is a question as to the enforceability of any of the provisions of this Article VIII, Participant will not engage in any conduct inconsistent with or contrary to this Article VIII until after the question has been resolved by a final judgment of a court of competent jurisdiction. The restrictions stated in this Article VIII are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable law. Nothing in this Article VIII is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its trade secrets and confidential information.

8.7     Protected Activity . Nothing contained in the Plan, or any other agreement, policy, practice, procedure, directive or instruction maintained by the Company shall prohibit Participant from reporting possible violations of federal, state or local laws or regulations to any federal, state or local governmental agency or commission (a “Government Agency”) or from making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Participant does not need prior authorization of any kind to make any such reports or disclosures to any Government Agency and Participant is not required to notify the Company that Participant has made such reports or disclosures. Nothing in the Plan limits any right Participant may have to receive a whistleblower award or bounty for information provided to any Government Agency. By signing the Participation Notice, Participant acknowledges that the Company has informed Participant, in accordance with 18 U.S.C. § 1833(b), that Participant may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure: (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8.8     Notification . To enable the Company to monitor Participant’s compliance with the obligations imposed by this Article VIII, by signing the Participation Notice, Participant agrees to inform the Company, during the Protection Period, of the identity of any subsequent employer and Participant’s new job title, prior to commencing employment or serving in a potential Prohibited Capacity (as defined in Section 8.11 below) with another entity. Participant also agrees that he will disclose the existence of this Article VIII to any subsequent employer.

8.9     Exclusion of Certain Stock Ownership . Nothing in this Article VIII shall prohibit Participant from being (a) a stockholder in a mutual fund or a diversified investment company or (b) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, so long as Participant has no active participation in the business of such corporation or other entity.

8.10      Sufficient Consideration and Irreparable Damage . Participant acknowledges that the covenants contained in this Article VIII are a principal inducement for the willingness of the Company to maintain the Plan and make the payments and provide the benefits to Participant under the Plan and that the Company and Participant intend the covenants (a) to be binding upon and enforceable against Participant in accordance with their terms, regardless of whether a Change in Control or a Payment Trigger occurs and notwithstanding any common or statutory law to the contrary and (b) to survive and continue in full force in accordance with their terms notwithstanding the termination of the Plan. Participant agrees that the obligations of the Company under the Plan (specifically including, but not limited to, the obligation to make any payment or provide any benefit under Sections 3.4 and 3.6) constitute sufficient consideration for the covenants contained in this Article VIII. The Company and Participant further agree that the restrictions contained in this Article VIII are reasonable in period, scope and geographical area and are necessary to protect the legitimate business interests and Confidential Information of the Company and its Affiliates. Participant agrees that he/she will notify the Company and its Affiliates in writing if he/she has, or reasonably should have, any questions regarding the applicability of this Article VIII. Because Participant’s services are unique and because Participant has access to Confidential Information, the parties agree that the Company and its Affiliates would be damaged irreparably in the event any of the provisions of this Article VIII were not performed in accordance with their specific terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. In the event that Participant breaches or threatens to breach any such provision of this Article VIII, the parties agree that the Company and its Affiliates shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). Participant hereby waives any claim that the Company or its Affiliates have an adequate remedy at law. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the ability of the Company and its Affiliates to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages.

8.11     Definitions . As used in this Article VIII, the following definitions shall apply:

a.    “Company” means the Company and its affiliates.

b.      “Confidential Information” means information pertaining to the business of the Company that is generally not known to or readily ascertainable to the industry in which the Company competes, and that gives or tends to give the Company a competitive advantage over persons who do not possess such information or the secrecy of which is otherwise of value to the Company in the conduct of its business regardless of when and by whom such information was developed or acquired, and regardless of whether any of these are described in writing, copyrightable or considered copyrightable, patentable or considered patentable. Confidential

Information includes, but is not limited to, the Company’s trade secrets, information related to present and potential customers, vendors and suppliers (including, but not limited to, lists, contact information, requirements, contract terms, and pricing), methods of operations, research and development, product information, business technical information, including technical data, techniques, solutions, test methods, quality control systems, processes, design specifications, technical formulas, procedures and information, sales plans and strategies, pricing and profit information, financial information, marketing data, all agreements, schematics, manuals, studies, reports, and statistical information relating to the Company, all formulations, database files, information technology, strategic alliances, products, services, programs and processes used or sold, and all software licensed or developed by the Company, computer programs, systems and/or software, ideas, inventions, business information, know-how, improvements, designs, redesigns, creations, discoveries and developments of the Company. Confidential Information includes all forms of the information, whether oral, written or contained in electronic or any other format. Confidential Information excludes information which (i) is in the public domain through no act or omission of Participant in violation of any agreement that Participant is a party to with the Company, or (ii) has become available to Participant on a nonconfidential basis from a source other than the Company without breach of such source’s confidentiality or nondisclosure obligations to the Company.

c.    “Customer” means any actual or former customer or client of the Company that Participant knows to have been engaged as a customer or client of the Company during the one (1) year period prior to the Date of Termination.

d. “Prohibited Capacity” means:

i. The same or similar capacity or function in which Participant worked for the Company at any time during the last two (2) years of Participant’s employment; or

ii. Any other capacity in which Participant’s knowledge of Confidential Information would render Participant’s assistance to a Competing Business (as defined in Addendum 1 ) a competitive advantage.

e.    “Protection Period” means:

i.    The period commencing on the Date of Termination and ending on the date [CIC Restrictive Covenant Period] after the Date of Termination, if Participant is terminated and receives benefits pursuant to Section 3.4 of the Plan; or

ii.    The period commencing on the Date of Termination and ending on the date twelve (12) months after the Date of Termination, if Participant is terminated for any reason outside of Section 3.4 of the Plan, regardless of whether the termination is voluntary or involuntary.

In the event Participant breaches the covenants contained in this Article VIII, the periods defined in this Section shall be extended for an additional period of time equal to the time that elapses from the commencement of the breach to the later of (a) the termination of such breach or (b) the final resolution of any litigation stemming from such breach.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1      Neither the adoption nor the maintenance of the Plan shall be deemed to constitute a contract, implied or expressed, between the Company and any Participant. Nothing in the Plan shall affect the Company’s right to discharge or otherwise discipline Participants. The Plan does not create in Participant a right to employment or continued employment for any certain period.

9.2      For the purpose of the Plan, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when delivered or mailed by (1) United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt; (2) personal delivery to the Chief Executive Officer or Chief Human Resources & Legal Officer; or (3) email:

To the Company, with a copy to the Chief Human Resources & Legal Officer:

Windstream Services, LLC

4001 Rodney Parham Road

Little Rock, Arkansas 72212

Attention: Chief Executive Officer

Tony.thomas@windstream.com

John.fletcher@windstream.com

To Participant: At Participant’s most recent mailing address in the records of Windstream Services, LLC, or at Participant’s Windstream employee email address (during employment)

9.3      Except as set forth in Section 3.11, nothing in the Plan shall be construed as giving any rights under the Plan to any third party, and no rights or benefits hereunder shall be subject to the debts or liabilities of any Participant or beneficiary. No Participant or beneficiary may alienate, transfer, assign or pledge any right or benefit under the Plan.

9.4      The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume the Plan. The Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including, without limitation, any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of the Plan) and the heirs, beneficiaries, executors and administrators of each Participant.

9.5      The Article and Section headings contained herein are for convenience of reference only and shall not be construed as defining or limiting the matter contained thereunder. Unless otherwise indicated, all references to Articles, Sections and subsections shall be to the Plan as set

forth in the Plan. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included in the Plan.

9.6      The Plan and all rights hereunder shall be construed and enforced in accordance with ERISA and other applicable federal law. To the extent the Plan is not governed by federal law, the provisions of the Plan shall be construed and applied in accordance with the laws of the State of Arkansas.

IN WITNESS WHEREOF, Windstream Services, LLC has caused the Plan to be executed this 1 ^st day of September, 2017.

Addendum 1

A.      Noncompetition . Participant agrees that during the Protection Period (as defined below), and within the Restricted Territory (as defined below), he/she will not, in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, perform services for or on behalf of a Competing Business (as defined below) in a Prohibited Capacity (as defined below).

1.     Application . This provision shall only apply to Participant if Participant receives benefits under the Plan pursuant to Section 3.4 or 3.6 thereof.

2.     Other Terms . The terms contained in Sections 8.5, 8.6, 8.7, 8.8, 8.9, 8.10 and 8.11 of the Plan apply to this Addendum, as appropriate.

 

3.     Definitions .

a. “Competing Business” means any person, corporation or enterprise that, in direct competition with the Company, provides voice, data, network and/or cloud solutions, and related services, including related services that the Company is engaged in at the time of Participant’s termination which it entered into after the execution of this Agreement, to consumer, business, enterprise, and wholesale customers of all types, regardless of whether provided via a reseller, agent, dealer, cable operator, ILEC, CLEC, VOIP provider, interexchange carrier, or other provider using forms of communication technology. Voice, data, network, cloud solutions, and related services include, but are not limited to,

“Competing Business” excludes wireless communication services but includes fixed wireless broadband services.

b. “Prohibited Capacity” means:

c. “Protection Period” means:

In the event Participant breaches the covenants contained in this Addendum 1, the periods defined in this Section shall be extended for an additional period of time equal to the time that elapses from the commencement of the breach to the later of (a) the termination of such breach or (b) the final resolution of any litigation stemming from such breach.

d.    “Restricted Territory” means any state in which the Company or an Affiliate is licensed as an incumbent or competitive local exchange carrier.

EXHIBIT A

 

Participation Notice

Personal & Confidential

 

[DATE]

 

[NAME]

[ADDRESS]

 

Dear [FIRST NAME]:

 

I am pleased to inform you that you have been selected to participate in the Windstream Executive Severance Plan (the “Plan”), which has been established to provide severance benefits to certain senior leaders of the Company who are terminated from employment in certain limited circumstances.  The terms and conditions of your participation are set forth in and governed by the terms of the Plan and this participation notice (this “Participation Notice”).

 

For purposes of your participation in the Plan, the “ Severance Multiplier ” means [NUMBER], and the “ CIC Restrictive Covenant Period ” means [NUMBER] months.

The foregoing summary is provided for informational purposes only. If there is any conflict between this summary and the Plan, the Plan document shall govern. Capitalized terms in this summary have the meanings set forth in the Plan.

Legal Acknowledgments

By signing this Participation Notice you hereby acknowledge and agree that:

terminated and of no further force or effect, and you hereby waive and release any and all rights and claims under the Prior Arrangements.

Please note that you are not required to participate in the Plan and may decline participation in the Plan by not returning this Participation Notice.

If you wish to accept participation in the Plan, you must execute this Participation Notice and see that it is returned in person or via email to me so that it is received no later than [Date]. This Participation Notice may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

It is important that the terms and conditions of your participation in the Plan as set forth in this Participation Notice be kept confidential, as they pertain only to you. 

If you have any questions regarding this Participation Notice or the Plan, please direct those questions to Windstream’s Vice President - Compensation & Benefits.

Sincerely,

Mary Michaels

Agreed to and accepted:

____________________________________

[NAME]

        

____________________________________

Date

EXHIBIT B

CONFIDENTIAL GENERAL RELEASE

This CONFIDENTIAL GENERAL RELEASE (the “General Release”) is made and entered into by and between Windstream Services, LLC (“Windstream” or the “Company”) and [name] (“Executive,” or sometimes referred to herein as you).

WITNESSETH

In consideration of the mutual promises herein contained, Windstream and Executive agree as follows:

FIRST: You are hereby informed that you have forty-five (45) calendar days from [date] to consider the terms of this General Release. You are advised to discuss the terms with an attorney of your choice. The forty-five (45) calendar days shall expire on [date]. If you choose to execute this General Release before the end of forty-five (45) days, that is solely your choice. If you choose to execute this General Release, you will have seven (7) days from the date of execution to revoke, i.e., cancel, your consent to the General Release. If you choose to revoke this General Release, you must notify the Chief Human Resources & Legal Officer in writing of your revocation within the seven (7) day revocation period. The separation benefits outlined in Paragraph SECOND shall not be due and payable, and this General Release shall not become effective, binding or enforceable, until the seven (7) day revocation period has expired. Once the seven (7) day revocation period has elapsed, you can no longer revoke your acceptance of the separation benefits outlined in Paragraph SECOND or this General Release.

 

SECOND: Executive is a Participant in the Windstream Executive Severance Plan (the “Plan”). Windstream agrees that when you have signed this General Release, returned the signed original to Windstream on or before [date], and remain in compliance with all conditions and agreements in this General Release, including, without limitation, Paragraph EIGHTH and the restrictive covenants referenced in Paragraph SEVENTEENTH, you will receive the payments and benefits set forth in Section [fill in] of the Plan, pursuant to the terms of the Plan.

You acknowledge and agree that the payments and promises made by Windstream hereunder represent substantial value over and above that to which you would otherwise be entitled. You acknowledge and agree that the payments described herein are in lieu of and replace any other severance benefits to which you may be entitled. Windstream shall have the right to deduct from all payments made under this General Release any federal, state, local, foreign or other taxes which are required to be withheld with respect to such payments.

THIRD: The parties acknowledge that this General Release is entered into solely for the purpose of ending their employment relationship on an amicable basis and shall not be construed as an admission of liability or wrongdoing by either party and that both the Windstream Group (defined below) and Executive have expressly denied any such liability or wrongdoing. Executive agrees that he/she is eligible for reemployment by Windstream Group only by mutual agreement and consent of the parties.

FOURTH: You state and agree that your last day worked at Windstream was on [date], with an effective termination date of [date] (the “Date of Termination”). You state and agree that, if applicable, you are no longer an officer of the Company, any companies controlled by, controlling or under common control with the Company, and any predecessors, successors or assigns to the foregoing.

FIFTH: You understand, acknowledge and agree that your participation, if eligible and enrolled, under Windstream’s Health, Dental, Term Life Insurance, Vision Insurance and Voluntary Life Insurance ends as of [date], and Long Term Disability Insurance ends as of the Date of Termination. You will remain eligible to continue health and dental coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if you enroll and meet all the requirements for participation. Amounts that are vested benefits or which you are otherwise entitled to receive under any plan or arrangement with Windstream as of the Date of Termination shall be payable in accordance with such plan or arrangement except as modified by this General Release. Unless otherwise provided in this paragraph FIFTH, as of the Date of Termination you shall cease to be eligible to participate in Windstream’s compensation, benefit, incentive (including, but not limited to, individual incentive, project incentive, annual incentive, long-term incentive and annual bonus), pension, welfare and other plans and arrangements, and any predecessor or successor to any such plans and arrangements.

SIXTH: As a material inducement to Windstream to enter into this General Release, you, on your own behalf and on behalf of your heirs, representatives, agents and assigns by dower or otherwise hereby irrevocably and unconditionally COVENANT NOT TO SUE OR OTHERWISE VOLUNTARILY PARTICIPATE IN ANY LAWSUIT AGAINST, FULLY RELEASE, ACQUIT, INDEMNIFY, HOLD HARMLESS and OTHERWISE FOREVER DISCHARGE (i) Windstream Services, LLC, (ii) any companies controlled by, controlling or under common control with Windstream Services, LLC, and any predecessors, successors or assigns to the foregoing (together with Windstream Services, LLC, the “Windstream Group”), (iii) the Windstream Group’s compensation, benefit, incentive (including, but not limited to, individual incentive, project incentive, annual incentive, long-term incentive and annual bonus), pension, welfare and other plans and arrangements, and any predecessor or successor to any such plans and arrangements (including the sponsors, administrators and fiduciaries of any such plan and/or arrangements), and (iv) any of the Windstream Group’s current or former officers, directors, agents, executives, employees, attorneys, insurers, shareholders, predecessors, successors or assigns (hereinafter, collectively, “Releases”) from any and all actions, charges, claims, debts, complaints, demands, damages or liabilities of any kind or character whatsoever, known or unknown, in law or in equity (“Claims”), which you now have or may have had whether or not based on or arising out of your employment relationship with the Windstream Group or the termination of that employment relationship through the date of execution of this General Release. You understand and agree that you are waiving and releasing any and all Claims, including, but not limited to, the following:

a.      Those arising under any federal, state or local statute, ordinance or common law governing or relating to your employment relationship, including, but not limited to, (i) any claims on account of, arising out of or in any way connected with your hiring by the Windstream Group, employment with the Windstream Group or the termination of that

employment, (ii) any claims alleged or which could have been alleged in any charge or complaint against the Windstream Group, including, but not limited to, those with the Equal Employment Opportunity Commission, or other similar state agency, the Occupational Safety and Health Administration, and the Secretary of Labor, (iii) any claims relating to the conduct, including action or inaction, of any executive, employee, officer, director, agent or other representative of the Windstream Group, (iv) any claims of discrimination, harassment or retaliation on any basis, (v) any claims arising from any legal restrictions on an employer’s right to separate its employees, (vi) any claims for personal injury, compensatory or punitive damages, front pay, back pay, liquidated damages, treble damages, legal and/or attorneys’ fees, expenses and litigation costs or other forms of relief, (vii) any claims for compensation and benefits, (viii) any cause of action or claim that could have been asserted in any litigation or other dispute resolution process, regardless of forum (judicial, arbitral or other), against any employee, officer, director, agent or other representative of the Windstream Group, (ix) any claim for, or right to, arbitration, and any claim alleged or which could have been alleged in any charge, complaint or request for arbitration against the Windstream Group, (x) any claim on account of, arising out of or in any way connected with any employment agreement between you and the Windstream Group, (xi) any claim on account of, arising out of or in any way connected with the alleged termination of your employment without “cause” or for “good reason,” (xii) any claim on account of, arising out of or in any way connected with medical, dental, life insurance or other welfare benefit plan coverage, and (xiii) all other causes of action sounding in contract, tort or other common‑law basis, including, but not limited to: (a) the breach of any alleged oral or written contract, (b) negligent or intentional misrepresentations, (c) wrongful discharge, (d) just cause dismissal, (e) defamation, (f) interference with contract or business relationship, (g) negligent or intentional infliction of emotional distress, (h) promissory estoppel, (i) claims in equity or public policy, (j) assault, (k) battery, (l) breach of employee handbooks, manuals or other policies, (m) breach of fiduciary duty, (n) false imprisonment, (o) fraud, (p) invasion of privacy, (q) whistleblower claims, (r) negligence, negligent hiring, retention or supervision and (s) constructive discharge; and

b.      Those arising under any law relating to sex, age, race, color, religion, handicap or disability, harassment, veteran status, sexual orientation, retaliation, or national origin discrimination, including, without limitation, any rights or claims arising under Title VII of the Civil Rights Acts of 1866 and 1964, as amended, 42 U.S.C. §§ 1981 and 2000(e) et seq .; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq ., as amended by the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12,101 et seq .; Sections 806 and 1107 of the Sarbanes-Oxley Act of 2002; the Fair Labor Standards Act of 1938, 29 U.S.C. §§ 201 et seq .; the National Labor Relations Act, 29 U.S.C. §§ 151 et seq .; the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq .; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et seq .; any state’s Worker Adjustment and Retraining Notification Act; any state’s Human Rights Act; any state’s Wage Payment and Collection Law; and any other similar state statutes, as such statutes may be amended from time to time; and

e.      Those arising under the civil rights, labor and employment laws of any state, municipality or local ordinance; and

f.      Any claim for reinstatement, compensatory damages, back pay, front pay, interest, punitive damages, special damages, legal and/or attorneys’ fees, expenses and litigation costs, including expert fees; and

g.      Those arising out of any other federal, state or local law that affords employees or individuals protection of any kind whatsoever; and

h.      Subject to Paragraph TWELFTH, those arising under the following agreements or plans (and any predecessor or successor to any such agreements or plans):

Windstream Corporation 2006 Equity Incentive Plan, including, without limitation, all Restricted Share Agreements between Windstream and you;

Windstream Corporation Performance Incentive Compensation Plan; and

Windstream Severance Pay Plan.

SEVENTH: You represent and agree that you have not filed any Claim against the Releases. Nothing contained in this General Release, or any other agreement, policy, practice, procedure, directive or instruction maintained by the Company, shall prohibit Executive from reporting possible violations of federal, state or local laws or regulations to any federal, state or local governmental agency or commission (a “Government Agency”) or from making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Executive does not need prior authorization of any kind to make any such reports or disclosures to any Government Agency and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this General Release limits any right Executive may have to receive a whistleblower award or bounty for information provided to any Government Agency. By executing this General Release, Executive acknowledges that the Company has informed Executive, in accordance with 18 U.S.C. § 1833(b), that Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure: (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

EIGHTH: As further consideration and material inducement for Windstream to enter into this General Release, you agree not to disclose, orally or in writing, to any person, corporation,

firm, business, entity, court or governmental authority, without the prior written consent of Windstream:

a.      the terms and provisions of this General Release, including, but not limited to, the amounts paid pursuant to this General Release; or

Notwithstanding the foregoing, Executive may disclose information about this General Release to (1) his/her spouse, (2) his/her attorney, and (3) his/her tax advisor solely for the purpose of obtaining tax advice, so long as each person agrees to the confidentiality provisions in this Paragraph EIGHTH. Further, you agree to refrain from disparaging any member of the Windstream Group, its officers, Board of Directors, or other Releases in statements or releases to the media or in verbal or written communications with Windstream customers, employees or individuals or representatives of entities with whom Windstream has a current contractual relationship.

The Company agrees that Executive may respond to legitimate inquiries regarding his/her employment with the Company by stating that the parties terminated their relationship on an amicable basis and that the parties have entered into a confidential General Release that prohibits him/her from further discussing the specifics of his/her separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in the General Release. Further, nothing contained herein shall be construed to limit or otherwise restrict the Windstream Group’s ability to disclose the terms and conditions of the General Release as may be required by law or business necessity.

NINTH: Any and all Windstream Group papers, records, files (complete or in process), keys, documents, credit cards, confidential or proprietary information, trade secrets, databases and compilations, computer software programs, computer hardware, customer information, blueprints, personal communication devices, equipment, or any other property owned by the Windstream Group in your possession or under your control on your last day of employment shall be immediately returned to Windstream Group (without your retaining any copies thereof).

TENTH: You acknowledge that you are no longer authorized to incur any expenses on behalf of the Windstream Group or bind the Windstream Group in any way after your last day of employment. If you should bind or attempt to bind the Windstream Group in any way after your last day of employment, you agree to indemnify, defend and hold the Windstream Group harmless against any loss, damage, claim or expense (including reasonable attorneys’ fees) arising from such unauthorized actions.

    

ELEVENTH: You agree to be reasonably available and cooperate with Windstream Group officials and designated agents with respect to any possible, potential or actual court or administrative agency proceedings brought by or against the Windstream Group about which you may have knowledge or information. Windstream Group shall reimburse you for any reasonable expenses you incur in complying with this provision

    

TWELFTH: Notwithstanding anything herein to the contrary, the sole matters to which this General Release does not apply are: (a) your rights of indemnification and directors and officers liability insurance coverage to which you were entitled immediately prior to your termination of employment with regard to your service as an officer or director of any member of the Windstream Group, if applicable, (b) your rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement (whether tax-qualified or not) maintained by the Windstream Group or under COBRA, (c) your rights under any equity awards, agreements or plans for which you received grants prior to termination and which by their terms or the terms of the Agreement do not lapse, or (d) your rights to receive the payments and other consideration specified in Paragraph SECOND of this General Release.

THIRTEENTH: In the event that you breach or threaten to breach any provision of this General Release, you agree that the Windstream Group shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. You hereby waive any claim that the Windstream Group has an adequate remedy at law. In addition, and to the extent not prohibited by law, you agree that the prevailing party shall be entitled to an award of all costs and attorneys’ fees in any successful effort to enforce the terms of this General Release. You agree that the foregoing relief shall not be construed to limit or otherwise restrict the Windstream Group’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if you pursue any claims against any Releasee subject to this General Release, you agree to immediately reimburse Windstream the amount of the payments and the value of the other consideration received by you in accordance with Paragraph SECOND of this General Release to the fullest extent permitted by law.

FOURTEENTH: You state and agree that in executing this General Release you do not rely and have not relied upon any representation or statement made by Windstream or by any of Windstream’s agents, representatives or attorneys with regard to the subject matter, bases or effect of this General Release.

FIFTEENTH: Each of the promises and obligations contained in this General Release shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the parties.

SIXTEENTH: This General Release shall in all respects be governed under the Laws of the State of Arkansas.

SEVENTEENTH: This General Release sets forth the entire agreement between you and Windstream and fully supersedes or replaces any and all prior agreements or understandings between the parties relating to the subject matter contained in the General Release. Notwithstanding the preceding sentence, this General Release shall not supersede or have any effect on any prior confidentiality, noncompetition, nonsolicitation or nondisclosure covenant(s) executed by you for the benefit of the Windstream Group, specifically including, but not limited to, Article VIII of and Addendum 1 to the Plan and the Participation Notice you signed as acceptance of the Plan and agreement to these post-termination covenants.

EIGHTEENTH: It is the desire of the parties that if any of the provisions of this General Release be judged to be invalid or unenforceable, or if compliance with any provision is restrained until a final determination as to its legality, then the changes or restraint will apply only to the operation of that part or parts judged invalid, unenforceable or restrained. To the extent any part of this General Release is deemed invalid, unenforceable or restrained, the remaining agreement parts will be valid and enforceable to the fullest extent possible.

NINETEENTH: This General Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

NOTICE TO EXECUTIVE - PLEASE READ CAREFULLY BEFORE SIGNING:

THIS GENERAL RELEASE IS A LEGALLY BINDING DOCUMENT WITH IMPORTANT LEGAL CONSEQUENCES. YOU ARE ENTITLED TO A PERIOD OF NOT LESS THAN FORTY-FIVE (45) CALENDAR DAYS IN WHICH TO REVIEW AND CONSIDER THIS DOCUMENT BEFORE SIGNING IT. PLEASE RETURN THE SIGNED GENERAL RELEASE TO:

Windstream Services, LLC

4001 Rodney Parham Drive

Mailstop B1F02-93

Little Rock, AR 72212

Attn: Chief Human Resources & Legal Officer

IT IS RECOMMENDED THAT YOU CONSULT YOUR OWN ATTORNEY BEFORE SIGNING THIS DOCUMENT. BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE PROVISIONS CONTAINED IN THIS GENERAL RELEASE.

IN WITNESS WHEREOF, the parties have themselves signed, or caused a duly authorized agent thereof to sign, this General Release on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.