Cincinnati Bell 2009 Annual Report Download - page 55

Grants of Plan-Based Awards
The following table sets forth information concerning option grants to the Officers during the year ended December 31, 2009 as well as estimated future
payouts under cash incentive plans:
Grants of Plan-Based Awards in 2009 Fiscal Year
Name
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (a)
Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) (b)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Closing
Price of
Company
Shares
on Grant
Date
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($) (c)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
John F. Cassidy
Performance-based award (d) 01/30/09 997,428 1,329,904 5,000,000 — — — — — — — — SARs 01/30/09 — — — — — — — 1,000,000 1.39 1.39 510,000 Annual incentive 484,000 968,000 1,936,000 — — — — — — — —
Gary J. Wojtaszek
Performance-based award 01/30/09 — — — 198,546 264,728 397,092 — — — — 367,972 Stock option 01/30/09 — — — — — — — 76,989 1.39 1.39 39,041 SARs 01/30/09 — — — — — — — 130,363 1.39 1.39 66,485 Annual incentive 175,000 350,000 700,000 — — — — — — — —
Brian A. Ross
Performance-based award 01/30/09 — — — 199,289 265,719 398,579 — — — — 369,349 Stock option 01/30/09 — — — — — — — 60,938 1.39 1.39 30,902 SARs 01/30/09 — — — — — — — 103,185 1.39 1.39 52,624 Annual incentive 212,500 425,000 850,000 — — — — — — — —
Tara L. Khoury
Performance-based award 05/01/09 — — — 187,500 250,000 375,000 — — — — 692,500 Stock option 03/23/09 — — — — — — — 200,000 2.21 2.21 169,400 Annual incentive 94,500 189,000 378,000 — — — — — — — —
Christopher J. Wilson
Performance-based award 01/30/09 — — — 150,954 201,272 301,908 — — — — 279,768 Stock option 01/30/09 — — — — — — — 74,495 1.39 1.39 37,776 SARs 01/30/09 — — — — — — — 126,140 1.39 1.39 64,331 Annual incentive 100,425 200,850 401,700 — — — — — — — —
(a) For more detail about the annual incentive program, see the discussion in the Compensation Disclosure and Analysis beginning on page 26. (b) The material terms of the options and SARs granted are: grant type — non-incentive; exercise price — fair market value of common stock on grant date; vesting — 28% on the first anniversary of
the original grant date and thereafter at the rate of 3% per month for the next 24 months; term of grant — 10 years; termination — except in the case of death, disability or retirement, any unvested awards will be cancelled 90 days following termination of employment.
(c) For amounts related to option and SAR awards, the amounts reflect the grant-date fair values as determined using the Black-Scholes option-pricing model. The amounts related to the performance-
based awards granted for the 2009 — 2011 performance period reflect the grant-date fair value assuming the target number of shares are earned and the executive remains with the Company through the applicable vesting dates. In the case of Messrs. Wojtaszek, Ross and Wilson, the grant date fair value was based on the Company’s closing stock price of $1.39 as determined on the date of grant, January 30, 2009, while Ms. Khoury’s grant date fair value was $2.77, the Company’s closing stock price on the date of grant, May 1, 2009. For further discussion of assumptions and valuation, refer to Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.
(d) Represents potential amounts payable related to the cash-payment performance award for the 2009 — 2011 performance cycle that was granted in January 2009. The cash-payment performance award
provides for a target award, with the final award payment indexed to the percentage change in the Company’s stock price from the date of grant. Although the cash-payment performance award is subject to a $5 million limit under the terms of the 2007 Long Term Incentive Plan, the maximum would only be obtained if the Company’s closing stock price on January 30, 2012 would equal or exceed $5.22 and the adjusted free cash flow targets were achieved. See the Summary Compensation Table for the amount earned in 2009 and paid in 2010 related to this award for the 2009 performance period.
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Proxy Statement