Cincinnati Bell 2010 Annual Report Download - page 37

payable for an award granted under the 2011 Short Term Incentive Plan will be equal to the sum of the amounts,
if any, payable under each award part of the award and shall be paid in a lump sum cash amount after the end of
the award’s award year, but no later than the 15th day of the third month that follows the end of their award year.
Any award granted under the 2011 Short Term Incentive Plan to a key employee generally will specify a
target payment amount (the award’s “target”) and assign a percent of the award’s target to each award part of the
award (an award part’s “target share”). The amount payable under an award that relates to any award part will
equal such award part’s target share if certain but not all (or a certain level but not the highest level) of the
company performance goals or individual performance goals, as the case may be, applicable to the award part are
met, but such amounts may be more or less than such target share if additional or fewer (or if a higher or lower
level) of the performance goals applicable to the award part are determined to be met. In no event may the
amount payable by reason of any award part of an award exceed 200% of the award part’s target share, and in no
event may the total amount payable under any award granted under the plan (including all of its award parts)
exceed $3,000,000.
Notwithstanding the foregoing, the Committee (or the Board when the award is granted to the CEO) may,
prior to any payment being made under an award in its sole and unrestricted discretion and for any reason, reduce
the amount payable under any award granted under the plan below the amount that would otherwise be payable
under the award based solely on the company performance goals that are set by the Committee for the award
(although the Committee does not have discretion to increase the amount that would otherwise be payable under
any award granted under the plan based solely on any award part that determines an amount payable based on the
satisfaction of company performance goals). The Committee could, for instance, exercise its discretion to reduce
the amount otherwise payable under a plan award because it determines that the performance goals applicable to
the award part were unduly affected by extraordinary or nonrecurring events or because the key employee to
whom the award was granted failed to meet certain individual goals set for him or her by the Committee or his or
her managers.
In addition, and notwithstanding the foregoing, the amount that is otherwise payable under an award granted
under the plan to a key employee is generally reduced on a pro rata basis to reflect any portion in the award’s
award year (i) during which the employee is not a key employee of the Company or one of its subsidiaries
because he or she only became a key employee after the start of such year or ceased to be a key employee prior to
the end of such year for a reason other than his or her retirement or death, (ii) during which the key employee
receives disability benefits under a plan of the Company or a Company subsidiary (if such benefits were received
for more than three months in the award’s award year) or (iii) during which the key executive is on a leave of
absence approved by the Company or a subsidiary of the Company (if such leave of absence lasts for more than
three months in such award’s award year).
Further, and also notwithstanding the foregoing, a key employee to whom an award has been granted under
the plan shall not in any event be entitled to receive any amount by reason of the award unless he or she both:
(i) either is an employee of the Company or a subsidiary of the Company on the last day of the award’s award
year or terminated his or her employment with the Company and its subsidiaries during such year because of his
or her disability, his or her retirement or his or her death; and (ii) has had at least three months of active service
for the Company and its subsidiaries during the award’s award year (not including any time the key employee
was absent from active service during such award year by reason of any leave of absence or for any other reason,
including an absence on account of disability).
As is noted above and notwithstanding any other provision of the plan to the contrary, the amount to be
received by a key employee by reason of any award that is granted to the key employee under the plan with
respect to any calendar year shall not in any event exceed $3,000,000.
If a key employee is entitled to receive a payment under any award granted to him or her under the plan, but
he or she dies before such payment is made to him or her, then such payment shall be made to the key
employee’s beneficiary (as determined under the provisions of the plan).
5. Company Performance Goals
The company performance goals that may be set by the Committee with respect to any award part of an
award granted under the 2011 Short Term Incentive Plan to a key employee may be based on, and only on, one or
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