BROADWING INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JULY 24, 2000)
TABLE OF CONTENTS
BROADWING INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(As amended and restated effective July 24, 2000)
Page
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1. Name and Purpose of Plan .......................................... 1
2. General Definitions: Gender and Number............................ 1
3. Deferrals; Company Match........................................... 2
4. Maintenance and Valuation of Accounts.............................. 4
5. Distribution....................................................... 6
6. Administration of Plan............................................ 10
7. Funding Obligation................................................ 10
8. Amendment and Termination......................................... 10
9. Non-Alienation of Benefits........................................ 11
10. Miscellaneous..................................................... 11
BROADWING INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(As amended and restated effective as of July 24, 2000)
1. NAME AND PURPOSE OF PLAN.
1.1 NAME. The plan set forth herein shall be known as the Broadwing
Inc. Executive Deferred Compensation Plan (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to provide deferred
compensation for a select group of officers and highly compensated employees of
Broadwing Inc. and its affiliates. This document amends and restates the plan
that was named the Cincinnati Bell Inc. Executive Deferred Compensation Plan and
all predecessor versions of such plan (the "Prior Plan") effective as of July
24, 2000. For all purposes hereof, any references to the Plan contained herein
refers to the Plan both as amended and restated by this document and to the
Prior Plan as it was in effect prior to July 24, 2000.
2. GENERAL DEFINITIONS; GENDER AND NUMBER.
2.1 GENERAL DEFINITIONS. For purposes of the Plan, the following terms
shall have the meanings hereinafter set forth unless the context otherwise
requires:
2.1.1 "Accounts" means, collectively, all outstanding Cash
Deferral Accounts, Share Deferral Accounts, Restricted Stock Accounts and
Company Matching Accounts maintained for a Key Employee.
2.1.2 "Beneficiary" means the person or entity designated by a
Key Employee, on forms furnished and in the manner prescribed by the Committee,
to receive any benefit payable under the Plan after the Key Employee's death. If
a Key Employee fails to designate a beneficiary or if, for any reason, such
designation is not effective, his "Beneficiary" shall be his surviving spouse or
if none, his estate.
2.1.3 "Broadwing" means Broadwing Inc. (or, for any period
prior to April 20, 2000, Cincinnati Bell Inc.).
2.1.4 "Broadwing Shares" means common shares of Broadwing.
2.1.5 "Company" means Broadwing, each corporation which is a
member of a controlled group of corporations (within the meaning of section
414(b) of the Code, as modified by section 415(h) of the Code) which includes
Broadwing, each trade or business (whether or not incorporated) which is under
common control (within the meaning of section 414(c) of the Code, as modified by
section 415(h) of the Code) with Broadwing, each member of an affiliated service
group (within the meaning of section 414(m) of the Code) which includes
Broadwing, and each other entity required to be aggregated with Broadwing under
section 414(o) of the Code.
2.1.6 "Code" means the Internal Revenue Code of 1986, as such
Code now exists or is hereafter amended.
2.1.7 "Committee" means the Compensation Committee of the
Board of Directors of Broadwing.
2.1.8 "Employee" means any person who is an employee of a
Company.
2.1.9 "Key Employee" means, with respect to any calendar year
(the "Subject Year"), an Employee whose base pay and target bonus for the
calendar year immediately preceding the Subject Year total at least $150,000
(or, in the case of an Employee hired during the Subject Year, whose annualized
rate of base pay and annualized target bonus for the Subject Year total at least
$150,000) and who has been designated by the Employee's Company as a "Key
Employee" for the Subject Year.
2.2 GENDER AND NUMBER. For purposes of the Plan, words used in any
gender shall include all other genders, words used in the singular form shall
include the plural form, and words used in the plural form shall include the
singular form, as the context may require.
3. DEFERRALS; COMPANY MATCH
3.1 ELECTION OF DEFERRALS.
3.1.1 Subject to such rules as the Committee may prescribe, a
Key Employee may elect to defer up to 75% of his Basic Salary for any calendar
year (or such larger percentage of his Basic Salary as may be prescribed by the
Committee) by completing a deferral form and filing such form with the Committee
prior to January 1 of such calendar year (or such earlier date as may be
prescribed by the Committee). Notwithstanding the foregoing, if an Employee
first becomes a Key Employee after the first day of a calendar year, such Key
Employee may elect to defer a permissible percentage of his Basic Salary for the
remainder of the calendar year by completing and signing a deferral form
provided by the Committee and filing such form with the Committee within 30 days
of the date on which he first becomes a Key Employee. Any election under the
preceding sentence shall be effective as of the first payroll period beginning
after the date the election is filed. For purposes of the Plan, "Basic Salary"
means the basic salary payable to a Key Employee by a Company.
3.1.2 Subject to such rules as the Committee may prescribe, a
Key Employee may elect to defer up to 100% or a specific dollar amount (not less
than $1,000) of any Cash Award otherwise payable during the calendar year by
completing a deferral form and filing such form with the Committee prior to
January 1 of such calendar year (or such earlier date as may be prescribed by
the Committee). For purposes of the Plan, "Cash Award" means an award or bonus
payable in cash to a Key Employee by a Company, including a cash award under
Broadwing's 1988 Long Term Incentive Plan, 1997 Long Term Incentive Plan, or
Short Term Incentive Plan.
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3.1.3 Subject to such rules as the Committee may prescribe, a
Key Employee may elect to defer up to 100% of any Share Award otherwise payable
during a calendar year by completing a deferral form and filing such form with
the Committee prior to January 1 of such calendar year (or such earlier date as
may be prescribed by the Committee). For purposes of the Plan, "Share Award"
means an award under Broadwing's 1988 Long Term Incentive Plan or 1997 Long Term
Incentive Plan which is payable in the form of Broadwing Shares, provided that
stock option awards and awards of restricted stock shall not be considered
"Share Awards" for purposes of the Plan.
3.1.4 Subject to such rules as the Committee may prescribe, a
Key Employee who has received a Restricted Stock Award may elect to surrender
any of the restricted Broadwing Shares as of any date permitted by the Committee
(not later than six months prior to the date on which the restrictions otherwise
applicable to such shares would lapse). For purposes of the Plan, "Restricted
Stock Award" means an award of Broadwing Shares under Broadwing's 1988 Long Term
Incentive Plan or 1997 Long Term Incentive Plan which is in the form of
restricted stock.
3.2 CHANGING DEFERRALS. Subject to such rules as the Committee may
prescribe, a Key Employee who has elected to defer a portion of his Basic
Salary, Cash Award, or Share Award may change the amount of his deferral from
one permissible amount to another, effective as of any January 1, by completing
and signing a new deferral form and filing such form with the Committee prior to
such January 1 (or such earlier date as may be prescribed by the Committee).
3.3 SUSPENDING DEFERRALS.
3.3.1 Subject to such rules as the Committee may prescribe, a
Key Employee who has elected to defer a portion of his Basic Salary may suspend
such election, as of the first day of any payroll period, by completing and
signing a form provided by the Committee and filing such form with the Committee
prior to the first day of such payroll period. A Key Employee who has suspended
his election for deferrals in accordance with this Section 3.3.1 may again elect
to defer a portion of his Basic Salary, effective as of any January 1 following
the six month period beginning on the effective date of the suspension, by
completing and signing a new deferral form and filing such form with the
Committee prior to such January 1 (or such earlier date as may be prescribed by
the Committee).
3.3.2 A Key Employee's election to defer a portion of a Cash
Award or Share Award or to surrender any portion of a Restricted Stock Award may
not be revoked during the calendar year.
3.4 COMPANY MATCH. As of each day on which Basic Salary or Cash Award
deferrals are credited, under Section 4.1, to the Cash Deferral Account of a Key
Employee who is not a Class 1 Senior Manager under Broadwing's Pension Program
(the "Deferral Date"), there shall also be credited, to such Key Employee's
Company Matching Account under Section 4.3, an amount computed in accordance
with the provisions of this Section 3.4.
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3.4.1 To the extent that the Key Employee's aggregate
non-deferred Basic Salary and Cash Awards for the calendar year through the
Deferral Date are not in excess of the maximum dollar amount permitted for such
year under section 401(a)(17) of the Code, the Company match to be credited to
such Key Employee's Company Matching Account on the Deferral Date shall be 4%
(or such lesser percentage as may be prescribed by the Committee) of the Basic
Salary and Cash Award deferred on the Deferral Date.
3.4.2 To the extent that the Key Employee's aggregate
non-deferred Basic Salary and Cash Awards for the calendar year through the
Deferral Date exceed the maximum dollar amount permitted for such year under
section 401(a)(17) of the Code, the Company match to be credited to such Key
Employee's Company Matching Account on the Deferral Date shall be the lesser of
(a) 66-2/3% (or such lesser percentage as may be prescribed by the Committee) of
the Basic Salary and Cash Award deferred on the Deferral Date or (b) 4% (or such
lesser percentage as may be prescribed by the Committee) of the sum of (i) that
portion of the Basic Salary and Cash Award deferred on the Deferral Date plus
(ii) that portion of the Key Employee's Basic Salary and Cash Award paid on the
Deferral Date.
For purposes of this Section 3.4, the term "Cash Award" shall not include any
amounts payable under Broadwing's 1988 Long Term Incentive Plan or 1997 Long
Term Incentive Plan or any other long term incentive plan maintained by a
Company and such amounts shall not be eligible for a Company match under this
Section 3.4.
4. MAINTENANCE AND VALUATION OF ACCOUNTS.
4.1 CASH DEFERRAL ACCOUNTS. There shall be established for each Key
Employee who has elected to defer a portion of his Basic Salary or Cash Award
under Section 3.1.1 or 3.1.2 a separate Account, called a Cash Deferral Account,
which shall reflect the amounts deferred by the Key Employee under Sections
3.1.1 and 3.1.2 and the assumed investment thereof. Subject to such rules as the
Committee may prescribe, any amount deferred by a Key Employee under Section
3.1.1 or 3.1.2 shall be credited to the Key Employee's Cash Deferral Account as
of the day on which such deferred amount would have otherwise been paid to the
Key Employee and shall be assumed to have been invested in the investments
designated by the Key Employee on a form provided by and filed with the
Committee.
4.2 SHARE DEFERRAL ACCOUNTS. There shall be established for each Key
Employee who has elected to defer all or a portion of a Share Award under
Section 3.1.3 a separate Account, called a Share Deferral Account, which shall
reflect the amounts deferred by the Key Employee under Section 3.1.3 and the
assumed investment thereof. Subject to such rules as the Committee may
prescribe, the amount deferred by a Key Employee under Section 3.1.3 shall be
credited to the Key Employee's Share Deferral Account as of the day on which
such amount would have otherwise been paid to the Key Employee. Amounts credited
to the Key Employee's Share Deferral Account shall be assumed to have been
invested exclusively in Broadwing Shares.
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4.3 RESTRICTED STOCK ACCOUNTS. There shall be established for each Key
Employee who has elected to surrender all or a portion of a Restricted Stock
Award under Section 3.1.4 a separate Account, called a Restricted Stock Account,
which shall reflect the value of the Broadwing Shares surrendered by the Key
Employee under Section 3.1.4 and the assumed investment thereof. Subject to such
rules as the Committee may prescribe, an amount equal to the value of the
Broadwing Shares surrendered by the Key Employee under Section 3.1.4 shall be
credited to the Key Employee's Restricted Stock Account as of the day on which
the Broadwing Shares are surrendered to Broadwing. Amounts credited to the Key
Employee's Restricted Stock Account shall be assumed to have been invested
exclusively in Broadwing Shares until six months after the Applicable Lapse Date
of the surrendered Broadwing Shares. Thereafter, such amounts shall be assumed
to have been invested in the investments designated by the Key Employee on a
form provided by and filed with the Committee. For purposes of the Plan,
"Applicable Lapse Date" means, with respect to any Restricted Stock Award, the
date on which the restrictions would have lapsed if the restricted Broadwing
Shares had not been surrendered.
4.4 COMPANY MATCHING ACCOUNTS. There shall be established for each Key
Employee who is entitled to a Company match under Section 3.4 a separate
Account, called a Company Matching Account, which shall reflect the Company
match to be credited on behalf of the Key Employee under Section 3.4 and the
assumed investment thereof. The amount of the Company's match shall be credited
to the Key Employee's Company Matching Account as of the day on which the
deferred Basic Salary or Cash Award to which the Company match relates would
have otherwise been paid to the Key Employee. Amounts credited to the Key
Employee's Company Matching Account shall be assumed to have been invested in
the investments designated by the Key Employee on a form provided by and filed
with the Committee.
4.5 VALUATION. As soon as practical following the end of each calendar
year, each Key Employee (or, in the event of his death, his Beneficiary) shall
be furnished a statement as of December 31 showing the balance of the Key
Employee's Accounts, the total credits to such Accounts during the preceding
calendar year, and, if amounts credited to any such Accounts are assumed to have
been invested in securities, a description of such securities, including the
number of shares assumed to have been purchased by the amounts credited to such
Accounts.
4.6 BROADWING SHARES. To the extent a Key Employee's Accounts are
assumed to have been invested in Broadwing Shares:
4.6.1 Whenever any cash dividends are paid with respect to
Broadwing Shares, additional amounts shall be credited to the Key Employee's
Accounts as of the dividend payment date. The additional amount to be credited
to each Account shall be determined by multiplying the per share cash dividend
paid with respect to the Broadwing Shares on the dividend payment date by the
number of assumed Broadwing Shares credited to the Key Employee's Account on the
day preceding the dividend payment date. Such additional amount credited to the
Key Employee's Account shall be assumed to have been invested in additional
Broadwing Shares on the day on which such dividends are paid.
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4.6.2 If there is any change in Broadwing Shares through the
declaration of a stock dividend or a stock split or through a recapitalization
resulting in a stock split, or a combination or a change in shares, the number
of shares assumed to have been purchased for each Account shall be appropriately
adjusted.
4.6.3 Whenever Broadwing Shares are to be valued for purposes
of the Plan, the value of each such share shall be the average of the high and
low price per share as reported on the composite tape on the last business day
preceding the date as of which the distribution is made or, if no sales were
made on that date, on the next preceding day on which sales were made.
4.6.4 Effective on or about December 31, 1998, Broadwing
distributed to its shareholders one common share of Convergys Corporation (a
"Convergys Share") for each Broadwing Share owned by its shareholders on the
record date for the distribution. Upon such distribution, the Accounts of each
Key Employee were credited with an assumed investment in one Convergys Share for
each Broadwing Share then assumed to be credited to the Accounts. Thereafter,
each Key Employee has had and shall have the option of either retaining such
assumed investment in Convergys Shares or of converting part or all of such
assumed investment into an assumed investment in additional Broadwing Shares or
any other assumed investment permitted under the Plan; provided, however, that
any Convergys Shares credited to a Restricted Stock Account shall be subject to
the same restrictions (including restrictions on switching to alternate assumed
investments) as apply to the Broadwing Shares credited to that Account to which
the Convergys Shares relate.
5. DISTRIBUTION.
5.1 GENERAL. Except as otherwise provided in Section 5.5, no amount
shall be paid with respect to a Key Employee's Accounts while he remains an
Employee. Unless the Committee otherwise provides, all payments with respect to
a Key Employee's Accounts shall be made by the Company which otherwise would
have paid the Basic Salary, Cash Award, Share Award, or Restricted Stock Award
deferred by the Key Employee.
5.2 TERMINATION OF EMPLOYMENT. A Key Employee may elect to receive the
amounts credited to his Accounts in up to ten annual installment payments,
commencing on the first business day of March of the calendar year following the
calendar year in which he ceases to be an Employee. If a Key Employee fails to
make such election, the amounts credited to the Key Employee's Accounts shall be
paid to the Key Employee in two annual installments with the first installment
being made on the first business day of March of the calendar year following the
calendar year in which the Key Employee ceases to be an Employee.
5.2.1 The amount of each annual installment payable under this
Section 5.2 shall be, at the election of the Key Employee, either (a) a specific
dollar amount specified by the Key Employee (not less than $50,000 or more than
$1,000,000) or (b) a fraction of the amounts credited to the Key Employee's
Accounts as of the installment payment date, the numerator of which is 1 and the
denominator of which is equal to the total number of installments remaining
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to be paid (including the installment to be paid on the subject installment
payment date). If a Key Employee elects (b) above and the amount of any
annual installment is less than $50,000 or more than $1,000,000, it shall be
increased to $50,000 or reduced to $1,000,000, as the case may be; provided
that if the remaining amount credited to the Accounts on any annual
installment date is less than $50,000, the payment shall be the amount
necessary to reduce the amount credited to the Account to $0.
5.2.2. Any election under this Section 5.2 must be made prior
to the effective date of the Key Employee's termination and within the time
prescribed by the Key Employee's Company but in no event later than four months
prior to the effective date of the Key Employee's termination. With the consent
of the Committee, and subject to such rules as the Committee may prescribe, a
Key Employee may elect (a) to receive the amounts credited to his Accounts in up
to 120 monthly installments and (b) to accelerate the time at which any payment
may be made (to a date not earlier than the date on which he ceases to be an
Employee).
5.2.3. In its discretion, the Committee may condition the
right to receive payments with respect to a portion of all of a Key Employee's
Company Matching Account on the Key Employee's completing a minimum period of
service prior to the date on which he ceases to be an Employee. To the extent
that a Key Employee has not satisfied any applicable service requirements prior
to the date on which he ceases to be an Employee (other than by reason of his
death), he shall not be entitled to receive any payment with respect to his
Company Matching Account.
5.2.4. In the case of a Restricted Stock Account, amounts
credited to such Account under Section 4.3 shall be subject to forfeiture at the
same time and to the same extent that the Broadwing Shares surrendered under
Section 3.1.4 would have been if such Broadwing Shares had not been surrendered.
The provisions of this Section 5.2.4 shall not apply to amounts credited to the
Restricted Stock Account under Section 4.6.1.
5.3 DEATH. Except as provided in Section 5.2.4, if a Key Employee
ceases to be an Employee by reason of his death, or if a Key Employee dies after
ceasing to be an Employee but before the amounts credited to his Accounts have
been paid, the amounts credited to the Key Employee's Accounts shall be paid to
the Key Employee's Beneficiary in one lump sum as of the first business day of
the third quarter following the date of the Key Employee's death; provided,
however, that if the Key Employee has elected to have his Accounts distributed
in installments and if he dies after distribution has commenced, the remaining
installments shall be paid to the Beneficiary as they become due.
5.4 FORM OF PAYMENT. Payments with respect to assumed investments other
than Broadwing Shares shall be made in cash. Payments with respect to assumed
investments in Broadwing Shares shall be made in Broadwing Shares or in cash, in
the discretion of the Committee.
5.5 CHANGE IN CONTROL. If a Change in Control of Broadwing occurs, each
Key Employee's Accounts shall be paid to him in one lump sum as of the day next
following the date
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on which such Change in Control occurred; except that any Key Employee may,
prior to the occurrence of any Change in Control, elect that the provisions
of this Section 5.5 shall not apply to his Accounts (in which case the
distribution of his Accounts shall be made solely pursuant to the other terms
of the Plan and without regard to this Section 5.5). A "Change in Control"
means the occurrence of any one of the following events:
5.5.1 A majority of the Board of Directors of Broadwing as of
any date is not composed of Incumbent Directors. For purposes hereof, as of any
date, the term "Incumbent Director" means any individual who is a director of
Broadwing as of such date and either (a) who was a director of Broadwing at the
beginning of the 24 consecutive month period ending on such date or (b) became a
director subsequent to the beginning of such 24 consecutive month period and
whose appointment, election, or nomination for election was approved by a vote
of at least two-thirds of the directors who were, as of the date of such vote,
Incumbent Directors (either by a specific vote or by approval of the proxy
statement of Broadwing in which such person is named as a nominee for director).
It is PROVIDED, HOWEVER, that no individual initially appointed, elected or
nominated as a director of Broadwing as a result of an actual or threatened
election contest with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of Broadwing shall ever be deemed to be an
Incumbent Director;
5.5.2 Any "person" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Broadwing representing 20% or more of the combined
voting power of Broadwing's then outstanding securities eligible to vote for the
election of the Board of Directors of Broadwing (the "Company Voting
Securities"); PROVIDED, HOWEVER, that the event described in this Section 5.5.2
shall not be deemed to be a Change in Control if such event results from any of
the following: (a) the acquisition of any Company Voting Securities by Broadwing
or any of its subsidiaries, (b) the acquisition of any Company Voting Securities
by any employee benefit plan (or related trust) sponsored or maintained by
Broadwing or any of its subsidiaries, (c) the acquisition of any Company Voting
Securities by any underwriter temporarily holding securities pursuant to an
offering of such securities, or (d) a Non-Qualifying Transaction (as defined in
Section 5.5.3.)
5.5.3 The consummation of a merger, consolidation, statutory
share exchange, or similar form of corporate transaction involving Broadwing or
any of its subsidiaries (a "Reorganization") or sale or other disposition of all
or substantially all of the assets of Broadwing to an entity that is not an
affiliate of Broadwing (a "Sale"), that in each case requires the approval of
Broadwing's shareholders under the law of Broadwing's jurisdiction of
organization, whether for such Reorganization or Sale (or the issuance of
securities of the Company in such Reorganization or Sale), unless immediately
following such Reorganization or Sale: (a) more than 60% of the total voting
power (in respect of the election of directors, or similar officials in the case
of an entity other than a corporation) of (i) the entity resulting from such
Reorganization or the entity which has acquired all or substantially all of the
assets of Broadwing (in either case, the "Surviving Entity"), or (ii) if
applicable, the ultimate parent entity
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that directly or indirectly has beneficial ownership of more than 50% of the
total voting power (in respect of the election of directors, or similar
officials in the case of an entity other than a corporation) of the Surviving
Entity (the "Parent Entity"), is represented by Company Voting Securities
that were outstanding immediately prior to such Reorganization or Sale (or,
if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Reorganization or Sale), and such
voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Reorganization or Sale, (b) no
person (other than any employee benefit plan (or related trust) sponsored or
maintained by the Surviving Entity or the Parent Entity) is or becomes the
beneficial owner, directly or indirectly, of 20% or more of the total voting
power (in respect of the election of directors, or similar officials in the
case of an entity other than a corporation) of the outstanding voting
securities of the Parent Entity (or, if there is no Parent Entity, the
Surviving Entity), and (c) at least a majority of the members of the board of
directors (or similar officials in the case of an entity other than a
corporation) of the Parent Entity (or, if there is no Parent Entity, the
Surviving Entity) following the consummation of the Reorganization or Sale
were, at the time of the approval by the Board of Directors of Broadwing of
the execution of the initial agreement providing for such Reorganization or
Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of
the criteria specified in (a), (b) and (c) of this Section 5.5.3 being deemed
to be a "Non-Qualifying Transaction"); or
5.5.4 The shareholders of Broadwing approve a plan of complete
liquidation or dissolution of Broadwing.
Notwithstanding the foregoing, a Change in Control of Broadwing shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by Broadwing which reduces the number of Company
Voting Securities outstanding; PROVIDED THAT, if after such acquisition by
Broadwing such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of Broadwing
shall then occur.
5.6 TRANSFER TO THE CONVERGYS CORPORATION EXECUTIVE DEFERRED
COMPENSATION PLAN. Effective as of the date on which Convergys Corporation
ceased to be a subsidiary of Broadwing, the accrued benefit of each Key Employee
who thereupon ceased to be an Employee was not distributed or forfeited by
reason of such termination of service as an Employee but was transferred to and
assumed by the Convergys Corporation Executive Deferred Compensation Plan. From
and after such transfer and assumption, neither Broadwing nor the Key Employee
shall have any further rights or obligations under this Plan; provided, however,
that to the extent that Broadwing had elected to purchase any assets to fund its
obligations under this Plan for such Key Employees, such assets were transferred
to Convergys Corporation.
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6. ADMINISTRATION OF THE PLAN.
6.1 GENERAL. The general administration of the Plan and the
responsibility for carrying out its provisions shall be placed in the Committee.
6.2 EXPENSES. Expenses of administering the Plan shall be shared by
each Company participating in this Plan in such proportions as may be determined
by Broadwing.
6.3 COMPENSATION OF COMMITTEE. The members of the Committee shall not
receive compensation for their services as such, and, except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.
6.4 RULES OF PLAN. Subject to the limitations of the Plan, the
Committee may, from time to time, establish rules for the administration of the
Plan and the transaction of its business. The Committee may correct errors,
however arising, and as far as possible, adjust any benefit payments
accordingly. The determination of the Committee as to the interpretation of the
provisions of the Plan or any disputed question shall be conclusive upon all
interested parties.
6.5 AGENTS AND EMPLOYEES. The Committee may authorize one or more
agents to execute or deliver any instrument. The Committee may appoint or employ
such agents, counsel (including counsel of any Company), auditors (including
auditors of any Company), physicians, clerical help and actuaries as in the
Committee's judgment may seem reasonable or necessary for the proper
administration of the Plan.
6.6 INDEMNIFICATION. Each Company participating in the Plan shall
indemnify each member of the Committee for all expenses and liabilities
(including reasonable attorney's fees) arising out of the administration of the
Plan, other than any expenses of liabilities resulting from the Committee's own
gross negligence or willful misconduct. The foregoing right of indemnification
shall be in addition to any other rights to which the members of the Committee
may be entitled as a matter of law.
7. FUNDING OBLIGATION.
No Company shall have any obligation to fund, either by the purchase of
Broadwing Shares or the investment in any account or by any other means, its
obligation to Key Employees hereunder. If, however, a Company does elect to
allocate assets to provide for any such obligation, the assets allocated for
such purpose shall be assets of the Company subject to claims against the
Company, including claims of the Company's creditors, to the same extent as are
other corporate assets, and the Key Employee shall have no right or claim
against the assets so allocated other than as general creditors of the Company.
8. AMENDMENT AND TERMINATION.
The Committee or Broadwing may, without the consent of any Key
Employee or Beneficiary, amend or terminate the Plan at any time; provided
that no amendment shall be made
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or act of termination taken which divests any Key Employee of the right to
receive payments under the Plan with respect to amounts heretofore credited
to the Key Employee's Accounts.
9. NON-ALIENATION OF BENEFITS.
No Key Employee or Beneficiary shall alienate, commute, anticipate,
assign, pledge, encumber, or dispose of the right to receive the payments
required to be made by any Company hereunder, which payments and the right to
receive them are expressly declared to be nonassignable and nontransferable. In
the event of any attempt to assign or transfer any such payment or the right to
receive them, no Company shall have any further obligation to make any payments
otherwise required of it hereunder.
10. MISCELLANEOUS.
10.1 DELEGATION. The Committee may delegate to any Company, person, or
committee certain of its rights and duties hereunder. Any such delegation shall
be valid and binding on all persons, and the person or committee to whom or
which authority is delegated shall have full power to act in all matters so
delegated until the authority expires by its terms or is revoked by the
Committee, as the case may be. Unless the Committee otherwise provides, each
Company shall have and may exercise, with respect to its Key Employees, the
powers reserved to the Committee in Sections 3, 4, 5.1, and 5.2.
10.2 APPLICABLE LAW. The Plan shall be governed by applicable federal
law and, to the extent not preempted by applicable federal law, the laws of the
State of Ohio.
10.3 SEPARABILITY OF PROVISIONS. If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof and the Plan shall be construed and enforced as if
such provisions had not been included.
10.4 HEADINGS. Headings used throughout the Plan are for convenience
only and shall not be given legal significance.
10.5 COUNTERPARTS. The Plan may be executed in any number of
counterparts, each of which shall be deemed an original. All counterparts shall
constitute one and the same instrument, which shall be significantly evidenced
by any one thereof.
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IN ORDER TO EFFECT THE PROVISIONS OF THIS PLAN DOCUMENT, Broadwing
Inc., the sponsor of the Plan, has caused its name to be subscribed to this Plan
document this 9th day of August, 2000, to be effective as of July 24, 2000.
BROADWING INC.
By:
-------------------------------------
Richard G. Ellenberger
President and Chief Executive Officer
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