Exhibit (10)(iii)(A)(17)
to Form 10-K for 1993
CINCINNATI BELL INC.
EXECUTIVE
DEFERRED COMPENSATION PLAN
(As adopted effective January 1, 1994)
TABLE OF CONTENTS
SECTION 1 NAME AND PURPOSE OF PLAN. . . . . . . . . . . . . . . . . . . 1
1.1 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2 GENERAL DEFINITIONS; GENDER AND NUMBER. . . . . . . . . . . . 1
2.1 General Definitions . . . . . . . . . . . . . . . . . . . . . 1
2.2 Gender and Number . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3 DEFERRALS; COMPANY MATCH. . . . . . . . . . . . . . . . . . . 2
3.1 Election of Deferrals . . . . . . . . . . . . . . . . . . . . 2
3.2 Changing Deferrals. . . . . . . . . . . . . . . . . . . . . . 3
3.3 Suspending Deferrals. . . . . . . . . . . . . . . . . . . . . 3
3.4 Company Match . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 4 MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . . . 4
4.1 Cash Deferral Accounts. . . . . . . . . . . . . . . . . . . . 4
4.2 Share Deferral Accounts . . . . . . . . . . . . . . . . . . . 4
4.3 Company Matching Accounts . . . . . . . . . . . . . . . . . . 4
4.4 Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.5 CBI Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 5 DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . 5
5.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2 Termination of Employment . . . . . . . . . . . . . . . . . . 5
5.3 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.4 Form of Payment . . . . . . . . . . . . . . . . . . . . . . . 7
5.5 Change in Control . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 6 ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . 7
6.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.3 Compensation of Committee . . . . . . . . . . . . . . . . . . 7
6.4 Rules of Plan . . . . . . . . . . . . . . . . . . . . . . . . 8
6.5 Agents and Employees. . . . . . . . . . . . . . . . . . . . . 8
6.6 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 7 FUNDING OBLIGATION. . . . . . . . . . . . . . . . . . . . . . 8
SECTION 8 AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . 8
SECTION 9 NON-ALIENATION OF BENEFITS. . . . . . . . . . . . . . . . . 9
SECTION 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 9
10.1 Delegation. . . . . . . . . . . . . . . . . . . . . . . . . . 9
10.2 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 9
10.3 Separability of Provisions. . . . . . . . . . . . . . . . . . 9
10.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10.5 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 9
CINCINNATI BELL INC.
EXECUTIVE
DEFERRED COMPENSATION PLAN
(As adopted effective January 1, 1994)
SECTION 1
NAME AND PURPOSE OF PLAN
1.1 NAME. The plan set forth herein shall be known as the Cincinnati Bell
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 Cincinnati
Bell Inc. and its Affiliates.
SECTION 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 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 "CBI" means Cincinnati Bell Inc.
2.1.4 "CBI Shares" means common shares of CBI.
2.1.5 "Company" means CBI, 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 CBI, 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 CBI, each member of an affiliated service group
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(within the meaning of section 414(m) of the Code) which includes CBI and each
other entity required to be aggregated with CBI under section 414(o) of the
Code.
2.1.5 "Code" means the Internal Revenue Code of 1986 as such Code now
exists or is hereafter amended.
2.1.6 "Committee" means the Compensation Committee of the Board of
Directors of CBI.
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, an
Employee who is employed at a level equivalent to senior vice president or above
during the calendar 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.
SECTION 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 January 1, 1994, 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% (not less than $1,000) or a specific
dollar amount (not less than $1,000) of any Cash Award 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, "Cash Award" means an award or bonus
payable in cash to a Key Employee by a Company, including a cash award
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under the Cincinnati Bell Inc. 1988 Long Term Incentive Plan or the Cincinnati
Bell Inc. Short Term Incentive Plan.
3.1.3 Subject to such rules as the Committee may prescribe, a Key
Employee may elect to defer up to 100% (not less than the equivalent of $1,000)
of a Share Award 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 the Cincinnati Bell Inc. 1988 Long
Term Incentive Plan which is payable in the form of CBI Shares, except that
shares awarded under such plan as restricted shares shall not be considered
"Share Awards" for purposes of the Plan.
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 for a calendar year 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 participant in the Cincinnati Bell Inc. Pension Program
("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.
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 $150,000, the Company match to be credited to such Key
Employee's Company Matching Account on the
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Deferral Date shall be 4% of the Basic Salary and Cash Awards deferred on the
Deferral Date (or such lesser percentage as may be prescribed by the Committee).
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 $150,000, 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% of the
Basic Salary and Cash Award deferred on the Deferral Date (or such lesser
percentage as may be prescribed by the Committee) or (b) 4% of that portion of
the Key Employee's Basic Salary and Cash Award paid or deferred on the Deferral
Date (or such lesser percentage as may be prescribed by the Committee).
SECTION 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 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 his 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 the such rules as the Committee may
prescribe, the amounts 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 a Key Employee's Share Deferral Account shall be assumed to have
been invested exclusively in CBI Shares.
4.3 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 a 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.
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4.4 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 then 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.
4.5 CBI SHARES. To the extent Key Employee's Accounts are assumed to have
been invested in CBI Shares:
4.5.1 Whenever any cash dividends are paid with respect to CBI
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 CBI Shares on the dividend payment date by the number of assumed
CBI Shares credited to the Key Employee's Accounts on the day preceding the
dividend payment date. Such additional amount credited to the Key Employee's
Accounts shall be assumed to have been invested in additional CBI Shares on the
day on which such dividends are paid.
4.5.2 If there is any change in CBI 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 of shares, the number of shares
assumed to have been purchased for each Account shall be appropriately adjusted.
4.5.3 Whenever CBI 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.
SECTION 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 or Share 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
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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 (1) a specific
dollar amount specified by the Key Employee (not less than $50,000 or more than
$1,000,000), or (2) 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 to
be paid (including the installment to be paid on the subject installment payment
date). If a Key Employee elects (2) 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. When 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 or 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 requirement 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.
5.3 DEATH. 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.
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5.4 FORM OF PAYMENT. Payments with respect to assumed investments other
than CBI Shares shall be made in cash. Payments with respect to assumed
investments in CBI Shares shall be made in CBI Shares or cash, in the discretion
of the Committee.
5.5 CHANGE IN CONTROL. If a Change in Control of CBI occurs, each Key
Employee's Plan Accounts shall be paid to him in one lump sum as of the day next
following the date on which such Change in Control occurred. A "Change in
Control of CBI" shall be deemed to have occurred if (i) a tender offer shall be
made and consummated for the ownership of 30% or more of the outstanding voting
securities of CBI; (ii) CBI shall be merged or consolidated with another
corporation and as a result of such merger or consolidation less than 75% of the
outstanding voting securities of the surviving or resulting corporation shall be
owned in the aggregate by the former shareholders of CBI, other than affiliates
(within the meaning of the Securities Exchange Act of 1934) of any party to such
merger or consolidation, as the same shall have existed immediately prior to
such merger or consolidation; (iii) CBI shall sell substantially all of its
assets to another corporation which is not a wholly owned subsidiary; (iv) a
person within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in
effect on January 1, 1994) of the Securities Exchange Act of 1934, shall acquire
20% or more of the outstanding voting securities of CBI (whether directly,
indirectly, beneficially or of record), or a person, within the meaning of
Section 3(a)(9) or Section 13(d)(3) (as in effect on January 1, 1994) of the
Securities Exchange Act of 1934 controls in any manner the election of a
majority of the directors of CBI; or (v) within any period of two consecutive
years after January 1, 1994, individuals who at the beginning of such period
constitute CBI's Board of Directors cease for any reason to constitute at least
a majority thereof, unless the election of each director who was not a director
at the beginning of such period has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period. For purposes hereof, ownership of
voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on
January 1, 1994) pursuant to the Securities Exchange Act of 1934.
SECTION 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
CBI.
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.
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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. East 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 or 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.
SECTION 7
FUNDING OBLIGATION
No Company shall have any obligation to fund, either by the purchase of CBI
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 Employees shall have no right or claim against the assets so
allocated, other than as general creditors of the Company.
SECTION 8
AMENDMENT AND TERMINATION
The Committee or CBI 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 or act of termination taken which divests any Key Employee of the
right to receive payments under the Plan with respect to amounts theretofore
credited to the Key Employee's Accounts.
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SECTION 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 payments or the right to receive them, no
Company shall have any further obligation to make any payments otherwise
required of it hereunder.
SECTION 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 provision hereof, and the Plan shall be construed and enforced as if
such provision 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 sufficiently evidenced by any one
thereof.
IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused its name to be
subscribed on the ________ day of December, 1993.
CINCINNATI BELL INC.
By/s/ PAUL W. CHRISTENSEN, JR.
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