Cincinnati Bell 2009 Annual Report Download - page 67

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:
•Except for Ms. Khoury, 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:
•Except for Ms. Khoury, 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.
If an executive is terminated by reason of disability, the executive will be entitled to the following:
•Except for Ms. Khoury, a payment equal to the bonus accrued and payable to the disabled executive for
the current year completed;
•Continued vesting of all options held by the disabled executive on their normal schedule and the ability to
exercise such vested options so long as the disabling conditions exists;
•Continued participation by the disabled executive in any outstanding long-term incentive plans; and
•Continued consideration of the disabled executive as an employee for all other benefits so long as the
disabling condition that resulted in the disability-based termination is present.
In the case of Mr. Cassidy, in the event of termination because of disability, he would also become eligible
at some future date for retiree medical benefits provided the Company is still offering such retiree benefits at that
time. In February 2009, the Company announced that it will stop offering retiree medical benefits in 2018. In
addition, Mr. Cassidy would become eligible to commence receiving annuity payments under the SERP.
Under all of the termination scenarios in the preceding table, Messrs. Cassidy, Wojtaszek, Ross and Wilson
have certain accrued, vested and non-forfeitable amounts, which are determined as of December 31, 2009, to
which they are entitled as follows: Mr. Cassidy — $6,678,558, Mr. Wojtaszek — $161,644, Mr. Ross —
$1,805,368, and Mr. Wilson — $804,886. These amounts represent stock they own outright, vested in-the-money
stock options, pension benefits and, in the case of Messrs. Cassidy, Ross, and Wilson, nonqualified deferred
compensation amounts.
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Proxy Statement