Cincinnati Bell 2013 Annual Report Download - page 69

(a) For Messrs. Cassidy, Freyberger and Wilson, the amount shown includes the difference between the closing
price of the Company’s stock ($5.48) on December 31, 2012 and the closing price of the Company’s stock
($3.56) on December 31, 2013 with respect to deferrals made prior to 2013.
The Cincinnati Bell Inc. Executive Deferred Compensation Plan (the “Executive Deferred Compensation
Plan”) generally permits under its current policies, for any calendar year, each employee who has an annual base
rate of pay and target bonus above a certain high dollar amount and has been designated by the Company or a
subsidiary of the Company as a “key employee” for purposes of the plan (for 2014 a key employee for purposes
of the plan generally has annual pay of more than $260,000) to defer receipt of up to 75% of his or her base
salary, up to 100% of his or her cash bonuses (including annual incentive awards and non-performance-based
cash awards under the 2007 Long Term Incentive Plan (collectively with predecessor plans, the “Long Term
Incentive Plans”)) and up to 100% of any performance-based common share awards (not including awards of
stock options or restricted stock after 2005) provided under the Long Term Incentive Plans or the Short Term
Incentive Plan.
For all key employees who participate in the Executive Deferred Compensation Plan, there is also a
Company “match” on the amount of base salary and cash bonuses deferred under the plan for any calendar year.
In general, the match is equal to the lesser of 66
2
⁄ 3 % of the base salary and cash bonuses deferred or 4% of the
base salary and cash bonuses for a year that exceed the annual compensation limit.
Amounts deferred by any participating key employee under the Executive Deferred Compensation Plan and
any related Company “match” are credited to the account of the participant under the plan and are assumed to be
invested in various mutual funds or other investments (including common shares) as designated by the
participant.
The accounts under the Executive Deferred Compensation Plan are not funded in a manner that would give
any participant a secured interest in any funds, and benefits are paid from the assets of the Company and its
subsidiaries (or from a trust that the Company has established and that remains subject to the Company’s
creditors).
The amounts credited to the account of any participant under the Executive Deferred Compensation Plan are
generally distributed, as so elected by the participant, in a lump sum or in two to ten annual installments (in cash
and/or common shares), that begin at some date after his or her termination of employment with the Company
and its subsidiaries or a fixed date that occurs at least six years after the start of the first calendar year in which
he or she participates in the plan. In addition, as a special rule, in the event of a change in control of the
Company, all of the amounts then credited under the plan to a participant’s account under the plan are generally
paid in a lump sum on the day after the change in control.
The Executive Deferred Compensation Plan must comply with the requirements of the American Jobs
Creation Act of 2004 in order to retain its ability to defer federal income tax on certain amounts credited to a
participant’s account under the plan. The Company has amended the plan to meet the requirements of the
American Jobs Creation Act of 2004.
Potential Payments upon Termination of Employment or a Change in Control
The following table shows potential payments to our NEOs directly and indirectly on their behalf under
existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios
involving a change in control or termination of employment, assuming a December 31,2013 termination or
change in control date and, where applicable, using the closing price of our common shares on December 31,
2013 of $3.56. Mr. Cassidy retired effective January 31, 2013 and Mr. Freyberger resigned effective
September 30, 2013; therefore they were not eligible for any payments upon termination or change in control as
of December 31, 2013.
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Proxy Statement