Cincinnati Bell 2012 Annual Report Download - page 68

If an executive is terminated within the one-year period following a change in control, the executive will be
entitled to the following:
•A payment equal to two times the sum of their base salary plus target bonus;
•If eligible to participate in the Management Pension Plan, a payment equal to the present value of an
additional one year 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 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 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 change in control payment,
an additional payment sufficient to pay any taxes imposed under section 4999 of the Code plus any
federal, state and local taxes applicable to any taxes imposed under section 4999 of the Code.
If an executive is “terminated” because of his or her death, the executive’s beneficiary will be entitled to the
following:
•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:
•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 exist;
•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.
Under all of the termination scenarios in the preceding table, as of December 31, 2012, Messrs. Cassidy,
Freyberger, Torbeck, Wojtaszek, and Wilson had certain “vested amounts” to which they were entitled as
follows: Mr. Cassidy — $29,400,759, Mr. Freyberger — $1,086,375, Mr. Torbeck — $1,224,265,
Mr. Wojtaszek — $3,412,979, and Mr. Wilson — $1,294,775. Our long-term incentive plan provides for
continued vesting of outstanding awards for retirement-eligible employees; thus, Mr. Cassidy will continue to
vest in his unvested stock options, SARs and other long-term incentive awards on the same conditions and terms
as active employees.
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