Cincinnati Bell 2010 Annual Report Download - page 73

Company terminates Mr. Torbeck he would be owed: in Calendar year 2011 a payment equal to four times
of his base salary, in Calendar year 2012 a payment equal to three times his base salary, in Calendar year
2013 a payment equal to two times his base salary, and in 2014 and beyond a payment equal to his
accrued salary and annual incentive award.
•For Mr. Cassidy only, a payment equal to five times his base salary plus the product obtained by
multiplying the fair market value of the Company’s common share on the date of termination times
526,549;
•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 and SERP, if applicable, 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;
•Except for Mr. Cassidy, continued treatment as an active employee during the one-year period following
termination with respect to any outstanding long-term incentive cycles the executive may be participating
in and any unvested stock options will continue to vest under the normal vesting schedule as though the
executive was still an active employee; and
•The ability to exercise any vested options for an additional 90 days after the end of the one-year period,
or, in the case of Mr. Cassidy, the ability to exercise any vested options (which are all fully vested upon
his termination of employment) during the two-year period following his termination.
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);
•If eligible to participate in the Management Pension Plan, a payment equal to the present value of an
additional one year (two years for Mr. Cassidy) of participation in the 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.
59
Proxy Statement