Cincinnati Bell 2006 Annual Report Download - page 73

Name
Executive Payment on
Termination
Voluntary
Termination
($)
Involuntary Not
for Cause
Termination
($)
Involuntary for
Cause
Termination
($)
Change in
Control
($)
Death
($)
Disability
($)
Christopher J. Wilson Base Salary — 250,000 — 500,000 — —
Annual Incentive Target
Opportunity — 125,000 — 250,000 125,000 125,000
Long Term Incentives —
Options — — — — — —
Long Term Incentives —
Performance Restricted Shares — 222,582 — 272,281 272,281 272,281
Basic Benefits — 9,334 — 9,334 — 149,636
Retiree Benefits — 30,208 — 30,208 — 97,428
Other Contractual Payments — — — — — —
Excise — Tax Gross-up (b)(c) — — — 451,251 — —
TOTAL — 637,124 — 1,513,074 397,281 644,345
(a) Mr. Callaghan retired December 31, 2006, which was deemed an involuntary termination pursuant to the
terms of his employment agreement, and the table reflects benefits received by Mr. Callaghan as a result.
Pursuant to his employment agreement with the Company, Mr. Callaghan was entitled to a payment equal to
two times the sum of his base salary plus target bonus since he elected to terminate his employment with the
Company by December 31, 2006. In addition, Mr. Callaghan is entitled to continue his medical, dental,
vision and life insurance at active employee contribution rates until December 31, 2008. Mr. Callaghan also
received an additional amount equal to the present value of an additional two years of participation in the
Management Pension Plan based on his base salary and target bonus in effect on December 31, 2006.
(b) These amounts are meant to defray related tax liabilities related to a change in control. The discount rate used
for retiree benefit parachute values was 5.75%, consistent with financial statements for purposes of FAS 87.
(c) The executives are subject to restrictive covenants post-termination that were, in part, consideration for
compensation of benefits. The value of these restrictive covenants would be favorable and were not
considered for this calculation.
If any of the executives elects to voluntarily terminate employment with the Company, or if they are
terminated by the Company for cause, they are entitled to no payments from the Company other than those
benefits in which they have a non-forfeitable vested right to receive, which include any shares of stock they own
outright, vested options which may be exercisable for a period of 90 days following termination, deferred
compensation amounts and vested amounts under the Company’s pension and savings plans. Mr. Cassidy,
however, is entitled to receive payment of the nonqualified retirement benefit of $968,996 provided for in his
employment agreement in which he is already vested. Payment of such accrued, vested and non-forfeitable
amounts is also applicable to each of the other four termination scenarios detailed in the above table and
discussed below and each executive is still bound by the non-disclosure, non-compete and non-solicitation
provisions of their agreements.
If an executive is terminated by the Company without cause, the executive will be entitled to the following:
•A payment equal to the sum of the executive’s base salary plus target bonus (two times the sum in the case
of Mr. Cassidy);
•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 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;
•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;
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Proxy Statement