Cincinnati Bell 2009 Annual Report Download - page 66

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 ......................... — 509,850 — 618,000 — —
Annual Incentive Target Opportunity ..... — — — 401,700 200,850 200,850
Long Term Incentives — Options ....... — 349,380 — 683,482 683,482 683,482
Long Term Incentives — Performance
Restricted Shares ................... — 445,233 — 847,341 847,341 847,341
Basic Benefits ....................... — 10,862 — 10,862 — 178,354
Retiree Benefits ...................... — — — — — —
Other Contractual Payments ............ — — — — — —
Excise — Tax Gross-up (a)(b) .......... — — — 817,672 — —
TOTAL .......................... — 1,315,325 — 3,379,057 1,731,673 1,910,027
(a) 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 5.50%, consistent with the rate determined for the Company’s financial statements under Accounting Standards
Codification Topic 960.
(b) 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 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 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, other than Ms. Khoury, is terminated by the Company without cause, the executive will be
entitled to the following:
•A payment equal to two times of their base salary in the case of Messrs. Ross and Wojtaszek and 1.65
times of his base salary in the case of Mr. Wilson;
•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.
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