Cincinnati Bell 2008 Annual Report Download - page 68

Discussion of Summary Compensation Table and Grants of Plan-Based Awards
Employment Agreements
During 2008, all of the Named Executive Officers were employed pursuant to agreements with the
Company. Each employment agreement sets forth, among other things, the Named Executive Officer’s base
salary, bonus opportunities, entitlement to participate in the Company’s benefit and pension plans and to receive
equity awards and post-termination benefits and obligations. Each of the Named Executive Officer’s employment
agreements were amended and restated effective as of January 1, 2009, to comply with statutory requirements
under Section 409A and Section 162(m) of the Internal Revenue Code, and did not materially impact the value of
any payments that might become due if the executive’s employment was terminated.
Mr. Cassidy’s employment agreement, which was amended and restated effective as of January 1, 2009,
provides for the employment and retention of Mr. Cassidy for a one-year term subject to automatic one-year
extensions. Mr. Cassidy’s employment agreement provides for a minimum base salary of $645,000 per year, a
minimum bonus target of $968,000 per year and a nonqualified supplemental retirement plan.
Mr. Cassidy’s nonqualified supplemental retirement plan benefit has vested and is equal to the portion of his
accrued pension under the Cincinnati Bell Management Pension Plan that is attributable to his first ten years of
service. Mr. Cassidy’s supplemental pension shall be paid to him (or his estate if his employment terminates by
reason of his death) in a single lump sum within thirty days after the earlier of six months after his termination
date or the date of his death.
Mr. Wojtaszek’s employment agreement, which was amended and restated effective as of January 1, 2009,
provides for the employment and retention of Mr. Wojtaszek for a one-year term subject to automatic one-year
extensions. Mr. Wojtaszek’s employment agreement provides for both a minimum base salary and a minimum
bonus target of $350,000 per year.
Mr. Ross’s employment agreement, which was amended and restated effective as of January 1, 2009,
provides for the employment and retention of Mr. Ross for a one-year term subject to automatic one-year
extensions. Mr. Ross’s employment agreement provides for a minimum base salary and a minimum bonus target
of $425,000 per year.
Mr. Keating’s employment agreement, which was amended and restated effective as of January 1, 2009,
provides for the employment and retention of Mr. Keating for a one-year term subject to automatic one-year
extensions. Mr. Keating’s employment agreement provides for a minimum base salary of $257,500 per year and
a minimum bonus target of $128,750 per year.
Mr. Wilson’s employment agreement, which was amended and restated effective as of January 1, 2009,
provides for the employment and retention of Mr. Wilson for a one-year term subject to automatic one-year
extensions. Mr. Wilson’s employment agreement provides for a minimum base salary of $309,000 per year and a
minimum bonus target of $200,850 per year.
Each of the Named Executive Officers participates in the Cincinnati Bell Management Pension Plan (the
“Management Pension Plan”), which contains both a qualified defined benefit plan, and a nonqualified excess
benefit plan (the provision for this excess benefit is contained in the qualified defined benefit pension plan
document), which applies the same benefit formula to that portion of the base wages and annual bonus payment
that exceeds the maximum compensation that can be used in determining benefits under a qualified defined
benefit pension plan. All salaried employees of the Company participate in the Management Pension Plan on the
same basis with benefits being earned after a three-year cliff-vesting period. Covered compensation for purposes
of calculating benefits include base wages — including any applicable overtime wages paid — plus annual bonus
payments. Upon separation from employment, vested benefits are payable either as a lump-sum, a single life
annuity or, for married participants, a 50% joint and survivor, which provides a reduced benefit for the employee
in order to provide a benefit equal to 50% of that amount if the employee dies before his/her spouse. The
Management Pension Plan is described in further detail beginning on page 60.
Mr. Cassidy is also covered under a nonqualified Cincinnati Bell Pension Program (“SERP”). The SERP
provides covered participants with a benefit equal to 50% of their average monthly compensation, which is the
average monthly compensation for the highest thirty-six month period during the participant’s last five years of
employment, less an offset for any benefits payable from the qualified and nonqualified provisions of the
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