Cincinnati Bell 2006 Annual Report Download - page 74

•The ability to exercise any vested options for an additional 90 days after the end of the one-year period, or
in the case of Mr. Cassidy, the ability to exercise any vested options (which are all fully vested upon his
termination of employment) during the two-year period following his termination;
•Full vesting of any outstanding restricted shares; and
•Full vesting and payout at target amounts of any awards granted under the long term incentive plans.
If an executive is terminated within the one-year period (or a two-year period for Mr. Cassidy) following a
change-in-control, the executive will be entitled to the following:
•A payment equal to two times the sum of their base salary plus target bonus (2.99 times for Mr. Cassidy);
•A payment equal to the present value of an additional one year (two years for Mr. Cassidy) of
participation in the Company’s Management Pension Plan as though the executive had remained
employed at the same base rate of pay and target bonus;
•Continued medical, dental, vision and life insurance coverage during the one-year period (or two-year
period for Mr. Cassidy) following the executive’s termination of employment on the same basis as other
active employees provided any required monthly contributions are made;
•Full vesting of any options, restricted shares and/or other incentive awards shall vest in full and the ability
to exercise such options for the one-year period (or two-year period for Mr. Cassidy) following
termination;
•Full vesting and payout at target amounts of any awards granted under long-term incentive plans; and
•To the extent that any of the executives are deemed to have received an excess parachute payment, an
additional payment sufficient to pay any taxes imposed under section 4999 of the Internal Revenue Code
plus any federal, state and local taxes applicable to any renumeration for taxes imposed under section
4999 of the Internal Revenue Code.
In addition, Mr. Cassidy’s SERP benefit would be fully vested and he would receive a lump sum payment
without adjustment for age and service.
If an executive is “terminated” because of his or her death, the executive’s beneficiary will be entitled to the
following:
•A payment equal to the bonus accrued and payable to the deceased executive for the current year;
•Full vesting of all options held by the deceased executive would become vested and the ability to exercise
such options for the one-year period following the date of the executive’s death; and
•Full vesting and payout at target amounts of any awards granted to the deceased executive under long-
term incentive plans.
If an executive is terminated by reason of disability, the executive will be entitled to the following:
•A payment equal to the bonus accrued and payable to the disabled executive for the current year
completed;
•Continued vesting of all options held by the disabled executive on their normal schedule and the ability to
exercise such vested options so long as the disabling conditions exists;
•Continued participation by the disabled executive in any outstanding long-term incentive plans;
•Continued consideration of the disabled executive as an employee for all other benefits so long as the
disabling condition that resulted in the disability-based termination is present.
In the case of Messrs. Cassidy, Ross and Wilson, they would also become eligible at some future date for
retiree medical benefits provided the Company is still offering such retiree benefits at that time. In addition,
Mr. Cassidy would become vested under the SERP and be eligible to commence receiving annuity payments at
age 55.
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