Cincinnati Bell 2004 Annual Report Download - page 21

General Compensation Policy for Non-Employee Directors
Directors who are not employees of the Company or any subsidiary of the Company (“non-employee
directors”) receive a $30,000 annual retainer plus $2,000 for each Board and committee meeting attended. The
chairperson of the Audit and Finance Committee receives a $10,000 annual retainer, and the chairpersons of
the Governance and Nominating Committee and the Compensation Committee receive a $5,500 annual
retainer. The members of the Audit and Finance Committee receive a $5,000 annual retainer and members of
each of the Compensation Committee and the Governance and Nominating Committee receive a $2,500
annual retainer. Mr. Cox, Chairman of the Board, received $180,000 for his service as Chairman in 2004, in
addition to the applicable retainers and meeting fees described above.
Non-Employee Directors Deferred Compensation Plan
The Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors (the “Directors Deferred
Compensation Plan”) currently allows each non-employee director of the Company to choose to defer receipt
of all or a part of his or her director fees and annual retainers and to have such deferred amounts credited to
an account of the director under the plan. A non-employee director may also choose to have such deferrals
assumed to be invested among a number of investment options that are designated for this purpose by the
Compensation Committee of the Board, and his or her account under the plan is adjusted by the investment
returns that would result if such amounts were assumed to be invested in the investment options that he or she
chooses. A non-employee director is fully vested in the amounts that are credited to his or her account under
the plan pursuant to the rules described in this paragraph.
In addition, each non-employee director of the Company on January 3, 2005 had his or her account under
the Directors Deferred Compensation Plan credited on such date with an amount equal to the value of 6,000
common shares of the Company. Subject to future changes in the plan or in the common shares, each non-
employee director of the Company on the first business day of 2006 or any later calendar year will also have
his or her account under the plan credited on such date with an amount equal to the value of 6,000 common
shares. A non-employee director’s account under the plan is also adjusted by the investment returns that would
result if such amounts were assumed to be invested exclusively in common shares. A non-employee director
will generally be vested in the amounts credited to his or her account under the plan pursuant to the rules
described in this paragraph only if he or she completes at least five years of active service as a non-employee
director of the Company (with a fraction of a year of service as a non-employee director being rounded up or
down to the nearest whole year) or if he or she dies while a member of the Board.
A non-employee director of the Company who served as a non-employee director prior to 2005 may also
have had additional amounts credited to his or her account under the Directors Deferred Compensation Plan
based on his or her deferral of director fees and annual retainers for years before 2005 or on other extra
amounts that were credited by the Company to his or her account under the plan prior to such year. The
portion of a non-employee director’s account under the plan that is attributable to such pre-2005 credited
amounts is also adjusted by the investment returns that would result if such amounts were assumed to be
invested in investment options that he or she chooses, in common shares or in other investments, depending
on the particular credits that are involved.
Other than for certain circumstances described below, a non-employee director of the Company can, if he
or she complies with specific election rules and procedures set forth in or adopted under the plan and with the
requirements of applicable law (including the recently enacted American Jobs Creation Act of 2004, which
generally applies to any compensation of a non-employee director that is credited to his or her account under
the plan in 2005 or any later year), elect that the vested amounts credited to his or her account under the
Directors Deferred Compensation Plan will not be received by him or her (and thereby generally will not be
subject to federal income tax) until after he or she has ceased to be a member of the Board or until a specific
year he or she chooses that is not earlier than the year in which the sixth annual anniversary of his or her
deferral election occurs. He or she generally may also elect to have the vested amounts credited to his or her
plan account, when they are to be paid, distributed in a lump sum or in up to ten annual installments.
Each payment made to a non-employee director of the vested amounts credited to his or her account
under the Directors Deferred Compensation Plan is made in the form of cash to the extent such amounts are
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Proxy Statement