Exhibit (10)(iii)(A)(1)(i)
to
Form 10-K for 1995
CINCINNATI BELL INC.
SHORT TERM INCENTIVE PLAN
(As amended effective January 1, 1995)
1. PURPOSE. The purpose of the Short Term Incentive Plan (the "Plan") is
to provide key executives of Cincinnati Bell Inc. ("Cincinnati Bell") and its
principal subsidiaries with incentive compensation based upon the achievement of
specific short-term performance goals.
2. AWARDS. The Compensation Committee of the Board of Directors of
Cincinnati Bell (the "Committee") may make awards in each calendar year with
respect to the preceding year ("Award Year"), beginning with awards made in 1996
with respect to Award Year 1995, in such amounts and to such of the Eligible
Executives (as defined in Section 3(a)) as it may determine in its sole
discretion subject to the limitations of the Plan. Awards shall be paid in cash
in the calendar year the awards are made, except to the extent that an Eligible
Executive has made an election to defer the receipt of such award pursuant to
the Cincinnati Bell Inc. Executive Deferred Compensation Plan.
For each Award Year the Committee shall establish a standard award level
("Standard Award") for each Eligible Executive. A percentage of the Standard
Award for any Award Year may be awarded depending upon individual merit and
satisfaction of the performance criteria established by the Committee for the
Award Year.
3. ELIGIBILITY.
(a) Each key executive of Cincinnati Bell and its principal
subsidiaries whose compensation for the Award Year is established by the
Committee is eligible for an award under the Plan for the Award Year ("Eligible
Executive"), whether or not so employed or living at the date an award is
granted; provided that the executive had at least three months of active service
(excluding any time the executive was absent on account of disability and
receiving any disability benefits under the Sickness and Accident Disability
Benefits Plan of Cincinnati Bell or a direct or indirect subsidiary ("Disability
Benefits") during the Award Year. An Eligible Executive is not rendered
ineligible by reason of being a member of the Board of Directors of Cincinnati
Bell or a direct or indirect subsidiary.
(b) The Standard Award applicable to an Eligible Executive for an
Award Year shall be prorated over the Award Year or the Eligible Executive shall
be ineligible for an award, as follows:
(1) entrance to or exit from - prorate from date of
a level of management entrance or exit
eligible for awards
after the beginning
of the Award Year
(2) receipt of Disability - prorate to the day based
Benefits for more than on time of service while
three months in an not receiving Disability
Award Year under the Benefits
Cincinnati Bell Plan or Plan
of a direct or indirect
subsidiary
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(3) retirement or resignation - prorate to date of
retirement or resignation
(4) leave of absence for - prorate to date leave
more than three months commences unless other-
wise provided by the
Committee
(5) death during an Award - prorate to date of death
Year
(6) dismissal during or - no award
after an Award Year
4. ADJUSTMENTS.
(a) In order to assure the incentive features of the Plan and to
avoid distortion in the operation of the Plan, the Committee may make
adjustments in the criteria established for any Award Year under Section 2
whether before or after the end of the Award Year to the extent it deems
appropriate in its sole discretion, which shall be conclusive and binding upon
all parties concerned, to compensate for or reflect any extraordinary changes
which may have occurred during the Award Year which significantly alter the
basis upon which such performance criteria were determined. Such changes may
include without limitation changes in accounting practices, tax, regulatory or
other laws or regulations, or economic changes not in the ordinary course of
business cycles.
(b) In the event of any change in outstanding shares of Cincinnati
Bell or any of its consolidated subsidiaries by reason of any stock dividend or
split, recapitalization, merger, consolidation, combination or exchange of
shares or other
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similar corporate change, the Committee shall make such adjustments, if any,
that it deems appropriate in the performance criteria established under Section
2 for any Award Year not then completed; any and all such adjustments to be
conclusive and binding upon all parties concerned.
5. OTHER CONDITIONS.
(a) No person shall have any claim to be granted an award under the
Plan and there is no obligation for uniformity of treatment of Eligible
Executives under the Plan. Awards under the Plan may not be assigned or
alienated.
(b) Neither the Plan nor any action taken hereunder shall be
construed as giving to any employee the right to be retained in the employ of
Cincinnati Bell or any direct or indirect subsidiary.
(c) All applicable federal, state or local taxes required by law will
be withheld with respect to any award paid under the Plan.
6. DESIGNATION OF BENEFICIARIES. An Eligible Executive may designate a
beneficiary or beneficiaries to receive all or part of the awards which may be
granted to the Eligible Executive under the Plan in case of death. A
designation of beneficiary may be replaced by a new designation or may be
revoked by the Eligible Executive at any time. A designation or revocation
shall be on a form to be provided for the purpose and shall be signed by the
Eligible Executive and delivered to Cincinnati Bell prior to the Eligible
Executive's death. In case of the Eligible Executive's death, an award granted
under the Plan with respect to which a designation of beneficiary has been made
(to the extent it is valid and enforceable under applicable law) shall be paid
to the designated
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beneficiary or beneficiaries. Any award granted to an Eligible Executive who is
deceased and not subject to such a designation shall be distributed to the
Eligible Executive's estate. If there shall be any question as to the legal
right of any beneficiary to receive an award under the Plan, the amount in
question may be paid to the estate of the Eligible Executive, in which event
neither Cincinnati Bell nor any of its personnel shall have any further
liability to anyone with respect to such amount.
7. PLAN ADMINISTRATION.
(a) The Committee shall have full power to administer and interpret
the Plan and to establish rules for its administration. The criteria for
performance referred to in Section 2 achieved for each Award Year shall be
conclusively determined by the Committee. The determination of performance
referred to in Section 2 achieved for any Award Year may but need not be
adjusted to reflect extraordinary financial items and adjustments or
restatements of the financial statements, in the discretion of the Committee.
Any such determination shall not be affected by subsequent adjustments or
restatements. The Committee, in making any determinations under or referred to
in the Plan, shall be entitled to rely on opinions, reports or statements of
officers or employees of Cincinnati Bell and its direct and indirect
subsidiaries, and of counsel, public accountants and other professional or
expert persons.
(b) The Plan shall be governed by the laws of the State of Ohio and
applicable Federal law.
8. MODIFICATION OR TERMINATION OF PLAN. The Board of Directors of
Cincinnati Bell may modify or terminate the Plan at any time to be effective at
such date as such
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Board of Directors may determine. A modification may affect present and future
eligible employees.
9. PROVISIONS UPON CHANGE IN CONTROL. In the event of a Change in
Control, the provisions of this Section 9 will supersede any conflicting
provisions of the Plan.
In the event of a Change in Control, a pro rata portion of the
Standard Award applicable to an Eligible Executive for the Award Year in which
the Change in Control occurs shall be paid to each Eligible Executive within
five (5) business days of such Change in Control. The pro rata portion of such
awards to be paid shall equal the full present value of such award as of the
first day of the month in which Change in Control occurs multiplied by a ratio,
the numerator of which shall equal the number of full and partial months
(including the month in which any Change in Control occurs) from the first day
of the Award Year and the denominator of which shall equal twelve (12). In
addition, upon a Change in Control, awards for any preceding year which have not
been paid out shall be immediately paid. If the amount to be so paid has not
been determined, the amount to be paid shall equal no less than the Standard
Award.
For the purposes of this Section 9, a "Change in Control" means and
shall be deemed to occur if, on or after January 1, 1995:
(i) a tender offer shall be made and consummated for the
ownership of 30% or more of the outstanding voting securities of Cincinnati
Bell;
(ii) Cincinnati Bell 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
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the aggregate by the former shareholders of Cincinnati Bell, 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) Cincinnati Bell 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, 1995) of the Securities Exchange Act of
1934, shall acquire 20% or more of the outstanding voting securities of
Cincinnati Bell (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, 1995) of the Securities Exchange Act of 1934, controls in any
manner the election of a majority of the directors of Cincinnati Bell; or
(v) within any period of two consecutive years commencing on or
after January 1, 1995, individuals who at the beginning of such period
constitute Cincinnati Bell'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, 1995) pursuant to the Securities Exchange Act of 1934.
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In the event of a Change in Control, the provisions of this Section 9
may not be amended on or subsequent to the Change in Control in any manner
whatsoever which would be adverse to one or more Eligible Executives without the
consent of each such Eligible Executive who would be so affected; provided,
however, the Board of Directors of Cincinnati Bell may make minor or
administrative changes to this Section 9 or changes to conform to applicable
legal requirements.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
CINCINNATI BELL INC.
December 11, 1995 By /s/ Connie M. Johnston
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