CINCINNATI BELL INC. LONG-TERM RESTRICTED CASH RETENTION AWARD
Exhibit 10.1
LONG-TERM RESTRICTED CASH RETENTION AWARD
|
Name of Employee: |
«First_Name» «Last_Name» |
|
Award Date: |
January 30, 2020 |
|
Restricted Cash Amount: |
«Target_Value» |
Under this agreement (this “Agreement”), and pursuant to the provisions of the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan, as in effect on the Award Date noted above (the “Plan”), which are incorporated herein by reference, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Cincinnati Bell Inc. (“CBI” or “Company”) hereby awards you the Restricted Cash Amount set forth above (the “Award”).
This Agreement is subject to the following terms and to all of the terms of the Plan (other than Section 4 of the Plan). In the case of any conflict between this Agreement and the Plan or between this Agreement and any individual employment agreement between you and the Company as in effect on the Award Date, this Agreement shall control. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. A copy of the Plan as in effect on the Award Date has been delivered to you.
1.Award Subject to this Agreement. This Agreement is made with respect to the Restricted Cash Amount shown above. The Award constitutes a right that you (or, in the event of your death prior to payment, the executor, administrator, or other personal representative of your estate) will receive a cash payment if you vest in the Award pursuant to paragraph 2, 3, 4 or 5 hereof. There are no other rights provided to you (or your estate or any other person) under this Agreement.
2.Vesting Upon Passage of Time. If you are continuously an “Employee” (as defined in paragraph 7 hereof) for the period that begins on the Award Date and ends on the third annual anniversary of the Award Date, then (i) on the last day of such period you shall be deemed fully vested in the Award; and (ii) CBI shall distribute to you (or, in the event of your death prior to payment, the executor, administrator, or other personal representative of your estate) a cash payment equal to the Restricted Cash Amount (subject to all applicable tax withholding requirements). Such distribution shall be made within 60 days of the date that you become vested under this paragraph 2.
3.Vesting Upon Death. If you die while an Employee of CBI and prior to your being deemed vested in the Award pursuant to paragraph 2, 4 or 5 hereof, then (i) on the date of your death you shall be deemed vested in a pro rata portion of the Restricted Cash Amount that bears the same ratio to the total Restricted Cash Amount awarded you under this Agreement as the number of days in the period that begins on the Award Date and ends on the date of your death bears to the number of days in the period that begins on the Award
Page 1 of 5
Exhibit 10.1
Date and ends on the third annual anniversary of the Award Date; provided that, in the event
your date of death occurs following a Change in Control, you shall be deemed vested in the portion of the Restricted Cash Amount that would have vested on the next CIC Vesting Date immediately following the date of your death; and (ii) within the 60 consecutive day period that begins on the date of your death, CBI shall distribute to the executor, administrator, or other personal representative of your estate a cash payment equal to the pro rata portion of the Restricted Cash Amount in which you have become vested under this paragraph 3 (subject to all applicable tax withholding requirements).
4.Vesting Upon Disability. If, prior to your being deemed vested in the Award pursuant to paragraph 2, 3 or 5 hereof, your employment with CBI and its subsidiaries is terminated due to Disability (as defined in subsection 2.9 of the Plan), then (i) you shall be deemed vested in a pro rata portion of the Restricted Cash Amount that bears the same ratio to the total Restricted Cash Amount awarded you under this Agreement as the number of days in the period that begins on the Award Date and ends on the date of such termination bears to the number of days in the period that begins on the Award Date and ends on the third annual anniversary of the Award Date; provided that, in the event your termination due to Disability occurs following a Change in Control, you shall be deemed vested in the portion of the Restricted Cash Amount that would have vested on the next CIC Vesting Date immediately following the date of such termination; and (ii) within the 60 consecutive day period that begins on the date of such termination, CBI shall distribute to you a cash payment equal to the pro rata portion of the Restricted Cash Amount in which you have become vested under this paragraph 4 (subject to all applicable tax withholding requirements).
|
|
5. |
Change in Control. |
(a)If a Change in Control (as defined in the Plan and including, for the avoidance of doubt, the consummation of the transactions contemplated by the Agreement and Plan of Merger among the Company, Xxxxxxx Xxxxxxxxx Inc. and Xxxxxxx Xxxxxx Sub, Inc., dated December 21, 2019) occurs prior to your being deemed vested in any portion of the Award or the forfeiture of the Award occurring under any of the provisions of this Agreement, then the Award shall be subject to the following additional vesting schedule: (i) 25% of the Award shall be deemed vested upon the Change in Control, (ii) 25% of the Award shall be deemed vested on the six-month anniversary of the Change in Control; and (iii) 50% of the Award shall be deemed vested on the 18-month anniversary of the Change in Control (each, a “CIC Vesting Date”); provided that, except as set forth in paragraph 5(b), you remain continuously employed with CBI and its subsidiaries through the applicable CIC Vesting Date. Within 15 days following the applicable CIC Vesting Date, CBI shall distribute to you a cash payment equal to the portion of the Restricted Cash Amount in which you have become vested on the applicable CIC Vesting Date under this paragraph 5(a) (subject to all applicable tax withholding requirements).
(b)If your employment with CBI and its subsidiaries is terminated by CBI and its subsidiaries without Cause (and not including due to your death or Disability) or due to your resignation for Good Reason, in either case, following the Change in Control, any unvested portion of the Award shall become fully vested effective as of the date of such Change in Control. CBI shall distribute to you, within 15 days after such date of termination, a cash
Page 2 of 5
Exhibit 10.1
payment equal to the portion of the Restricted Cash Amount in which you have become vested under this paragraph 5(b) (subject to all applicable tax withholding requirements).
(c)For purposes of this Agreement, (i) “Cause” has the meaning set forth in any employment agreement or offer letter between you and the Company in effect as of the Award Date or, if you are not party to such agreement or offer letter or if Cause is not defined therein, means fraud, misappropriation, embezzlement or misconduct constituting serious criminal activity and (ii) “Good Reason” means (x) a material reduction in your base salary as in effective immediately prior to the Change in Control or (y) the Company’s relocation of your principal place of employment by more than 50 miles from your principal place of employment as of immediately prior to the Change in Control; provided, however, Good Reason shall not exist unless and until (A) you notify the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 30 days of its occurrence, (B) the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice, and you have cooperated in good faith with the Company’s efforts to cure such condition and (C) you terminate your employment within 30 days after the end of such 30-day cure period.
6.Forfeiture. If you cease to be an Employee, then, except as provided in paragraphs 2, 3, 4, and 5 hereof, the Award shall be forfeited, and neither you nor your estate, or any other person attempting to claim rights under this Agreement through you shall have any rights to any distribution by reason of such forfeited Award.
7.Employment. For purposes of this Agreement, you shall be deemed to be an “Employee” while, and only while, you are in the employ of the Company or any of its direct or indirect subsidiaries (including the Company’s successors or assigns) and considered such an employee under the policies and procedures (including the payroll and withholding procedures) of the Company and its subsidiaries. This Agreement does not constitute a contract of employment and does not give you the legal right to be continued as an Employee.
8.Interpretation. You acknowledge that, prior to the occurrence of a Change in Control, the Compensation Committee has the authority to construe and interpret the terms of this Agreement if and when any questions of meaning arise under this Agreement, and any such construction or interpretation shall be binding on you, your heirs, executors, administrators, personal representatives and any other persons having or claiming to have an interest in the Award.
|
|
9. |
Withholding. |
(a)If you become vested in the Award, then CBI shall distribute to you (or, in the event of your death before the payment, the executor, administrator, or other personal representative of your estate) the cash to which you are entitled under this Agreement (subject to all applicable tax withholding requirements).
(b)Any taxes required to be withheld upon your (or the executor, administrator, or other personal representative of your estate) becoming entitled to any cash distribution
Page 3 of 5
Exhibit 10.1
in connection with the Award, must be paid in full at the time of such distribution. The procedures for meeting such requirements shall be established under the provisions of section 15 of the Plan.
10.Section 409A. The Award granted to you under this Agreement shall be construed and administered so that it either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If the Company determines after the Award Date that an amendment to this Agreement is necessary to ensure the foregoing, in furtherance of subsection 20.2(b) of the Plan, it may make such amendment, effective as of the Award Date or any later date it so deems, without your consent (provided that any such amendment shall be narrowly tailored to achieve such compliance with as limited deviation from the intent of this Agreement as of the Award Date as is practicable).
11.Notices. All notices and other communications to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, first class postage prepaid, and addressed as follows:
TO THE COMPANY:Cincinnati Bell Inc.
000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxx 00000 Attention: Corporate Secretary
Any notice to the Employee or other person or persons succeeding to the Employee’s interest must be delivered to the Employee or such other person or persons at the Employee’s address on record with the Company or such other address as is specified in a notice filed with the Company.
12.Amendment. Any amendment to this Agreement must be in writing, signed by a duly authorized representative of the Company. The Compensation Committee reserves the right to amend this Agreement in any way it deems necessary or advisable to carry out the purpose of the grant or to comply with applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision.
13.Miscellaneous. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall be construed and interpreted in accordance with the laws of the State of Ohio. If any provisions of this Agreement shall be deemed to be invalid or void under any applicable law, the remaining provisions hereof shall not be affected thereby and shall continue in full force and effect.
Page 4 of 5
Exhibit 10.1
IN ORDER TO GRANT THIS RESTRICTED CASH AMOUNT, the Company and the Employee have caused this Agreement to be duly executed as of the dates noted below and, by signing below, agree to all of the terms of this Agreement.
EMPLOYEECINCINNATI XXXX INC.
|
|
«First_Name»«Last_Name» |
Xxxxx X. Xxx President and CEO |
|
Date: Date: January 30, 2020
Page 5 of 5
