Cincinnati Bell 2008 Annual Report Download - page 79

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 equity awards 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 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 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;
•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; and
•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, Keating and Wilson, in the event of termination because of disability,
they would also become eligible at some future date for retiree medical benefits provided the Company is still
offering such retiree medical benefits at that time. In February 2009, the Company announced that it will stop
offering retiree medical benefits in 2018. In addition, Mr. Cassidy would become vested under the SERP and be
eligible to commence receiving annuity payments at age 55.
Under all of the termination scenarios in the preceding table, Messrs. Cassidy, Wojtaszek, Ross, Keating,
and Wilson have certain accrued, vested and non-forfeitable amounts (determined as of January 2, 2009) to
which they are entitled as follows: Mr. Cassidy — $4,020,773, Mr. Ross — $861,736, Mr. Keating — $680,241,
and Mr. Wilson — $357,498 and none for Mr. Wojtaszek. These amounts represent stock they own outright,
vested in-the-money stock options, pension benefits and, in the case of Messrs. Cassidy, Ross, and Wilson,
nonqualified deferred compensation amounts.
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Proxy Statement