Cincinnati Bell 2007 Annual Report Download - page 75

Name
Executive Payment on
Termination
Voluntary
Termination
($)
Involuntary Not
for Cause
Termination
($)
Involuntary for
Cause
Termination
($)
Change in
Control
($)
Death
($)
Disability
($)
Kurt A. Freyberger Base Salary ................... — 16,154 — 90,462 — —
Annual Incentive Target
Opportunity ................. — — — — — —
Long Term Incentives —
Options ..................... — — — 270 — —
Long Term Incentives —
Performance Restricted Shares . . . — — — 59,375 59,375 59,375
Basic Benefits ................. — — — 4,685 — —
Retiree Benefits ............... — 22,995 — 22,995 — —
Other Contractual
Payments ................... — — — — — —
Excise — Tax Gross-up (a)(b) .... — — — — — —
TOTAL .................... — 39,149 — 177,787 59,375 59,375
Christopher J. Wilson Base Salary ................... — 300,000 — 600,000 — —
Annual Incentive Target
Opportunity ................. — 150,000 — 300,000 150,000 150,000
Long Term Incentives —
Options ..................... — 540 — 1,080 1,080 1,080
Long Term Incentives —
Performance Restricted Shares . . . — 218,856 — 389,263 389,263 389,263
Basic Benefits ................. — 11,561 — 11,561 — 210,354
Retiree Benefits ............... — 33,911 — 33,911 — 97,428
Other Contractual
Payments ................... — — — — — —
Excise — Tax Gross-up (a)(b) .... — — — 537,124 — —
TOTAL .................... — 714,868 — 1,872,939 540,343 848,125
(a) These amounts are meant to defray related tax liabilities related to a change in control. The discount rate used for retiree benefit
parachute values was 6.20%, consistent with financial statements for purposes of FAS 87.
(b) The executives are subject to restrictive covenants post-termination that were, in part, consideration for compensation of benefits. The
value of these restrictive covenants would be favorable and were not considered for this calculation.
If any of the executives (other than Mr. Dir) elects to voluntarily terminate employment with the Company,
or if they are terminated by the Company for cause, they are entitled to no payments from the Company other
than those benefits which they have a non-forfeitable vested right to receive, which include any shares of stock
they own outright, vested options which may be exercisable for a period of 90 days following termination,
deferred compensation amounts and vested amounts under the Company’s pension and savings plans. Pursuant to
the terms of his Employment Agreement, Mr. Dir is entitled to receive any target bonus earned (prorated through
October 31, 2007) but not paid as of October 31, 2007. Mr. Cassidy is entitled to receive payment of the
nonqualified retirement benefit of $968,996 provided for in his employment agreement in which he is already
vested. Payment of such accrued, vested and non-forfeitable amounts is also applicable to each of the other four
termination scenarios detailed in the above table and discussed below, and each executive is still bound by the
non-disclosure, non-compete and non-solicitation provisions of their agreements.
If an executive (other than Mr. Freyberger) is terminated by the Company without cause, the executive will
be entitled to the following:
•A payment equal to the sum of the executive’s base salary plus target bonus (two times the sum in the case
of 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 benefits during the one-year period (or two-year
period for Mr. Cassidy) following the executive’s termination of employment on the same basis as any
active salaried employee provided any required monthly contributions are made;
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