Cincinnati Bell 2013 Annual Report Download - page 63

Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
During 2013, all of the NEOs, with the exception of Mr. Duckworth, were employed pursuant to agreements
with the Company. Each employment agreement sets forth, among other things, the NEO’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. Mr. Cassidy’s and Mr. Wilson’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 Code, and such amendments did not materially impact the value of any payments that
might become due if the executive’s employment was terminated. The Company also entered into an
employment agreement with Mr. Torbeck, effective as of September 7, 2010, which was superseded by a new
agreement on February 6, 2013, and amended the employment agreements of Mr. Freyberger, effective as of
August 5, 2011, Messrs. Fox and Wilson, effective as of July 26, 2013 and Mr. Heimbach, effective
November 20, 2013.
Mr. Cassidy’s employment agreement provided for the employment and retention of Mr. Cassidy for a one-
year term subject to automatic one-year extensions. Mr. Cassidy’s employment agreement provided 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 (“SERP”). Mr. Cassidy retired effective January 31, 2013 and his employment
agreement terminated. During 2013, Mr. Cassidy began receiving annuity payments under the SERP.
Mr. Cassidy’s nonqualified supplemental retirement plan benefit under his previous employment agreement
vested and is equal to the portion of his accrued pension under the Cincinnati Bell Management Pension Plan (the
“Management Pension Plan”) that is attributable to his first 10 years of service.
Mr. Freyberger’s employment agreement provided for the employment and retention of Mr. Freyberger for a
one-year term subject to automatic one-year extensions. Mr. Freyberger’s employment agreement provided for a
minimum base salary of $335,000 per year and a minimum bonus target of $335,000 per year. Mr. Freyberger
resigned effective September 30, 2013 and his employment agreement terminated. Effective with his resignation,
the Company entered into a $930,000 consulting agreement with Mr. Freyberger to provide his assistance and
expertise to management of the Company on various matters relating to the conduct of the Company’s business.
Mr. Torbeck’s employment agreement provides for the employment and retention of Mr. Torbeck for a one-
year term subject to automatic one-year extensions. In 2012, Mr. Torbeck’s employment agreement provided for
both a minimum base salary and a minimum bonus target of $700,000 per year. In addition, Mr. Torbeck’s
employment agreement provided for a grant of 300,000 common shares as of his start date, and grants of
restricted shares valued at $1,800,000 in January 2011, $1,800,000 in January 2012, and $900,000 in January
2013. In February 2013, Mr. Torbeck entered into a new employment agreement that increased his minimum
base salary and minimum bonus targets to $750,000 per year.
Mr. Heimbach’s employment agreement provides for the employment and retention of Mr. Heimbach for a
one-year term subject to automatic one-year extensions. Mr. Heimbach’s employment agreement provides for
both a minimum base salary and a minimum bonus target of $350,000 per year.
Mr. Fox’s employment agreement provides for the employment and retention of Mr. Fox for a one-year
term subject to automatic one-year extensions. Mr. Fox’s employment agreement provides for both a minimum
base salary and a minimum bonus target of $350,000 per year.
Mr. Wilson’s employment agreement 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 $353,600 per year and a minimum bonus target of $229,840 per year.
Each of the NEOs, except for Mr. Torbeck and Mr. Duckworth, participate in 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.
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Proxy Statement