Cincinnati Bell 2004 Annual Report Download - page 55

APPENDIX A
CINCINNATI BELL INC.
1997 LONG TERM INCENTIVE PLAN
(As amended and restated effective as of July 24, 2000 and incorporating later amendments dated
January 1, 2001 and May 27, 2003)
1. Purpose.
1.1 The purpose of this plan, which shall be named the Cincinnati Bell Inc. 1997 Long Term Incentive
Plan (the “Plan”) and the sponsor of which is the Company (as defined in subsection 1.3 below), is to further
the long term growth of the Company by offering competitive incentive compensation related to long term
performance goals to those salaried employees of the Company and its Subsidiaries (as defined in subsection
1.3 below) who will be largely responsible for planning and directing such growth.
1.2 The Plan is also intended as a means of reinforcing a commonality of interest between the
Company’s shareholders and the employees who are participating in the Plan and as an aid to the Company
and its Subsidiaries in attracting and retaining employees of outstanding abilities and specialized skills.
1.3 For purposes of the Plan, “Company” refers to Cincinnati Bell Inc. (which corporation was named
Broadwing Inc. from April 20, 2000 to May 27, 2003) or, if applicable, any corporate successor to Cincinnati
Bell Inc. that results from a merger or similar transaction. Also, for purposes of the Plan, a “Subsidiary” refers
to any corporation which is part of an unbroken chain of corporations that begins with the Company and in
which each corporation in such chain, other than the Company, has at least 80% of the total combined voting
power of all classes of its stock owned by the Company or one of the other corporations in such chain. In
addition, for purposes of the Plan, the Company’s “Subsidiaries” refers to each and every Subsidiary in
the aggregate.
1.4 This document amends and restates the plan that was named the Broadwing Inc. 1997 Long Term
Incentive Plan and all predecessor versions of such plan (the “Prior Plan”) effective as of July 24, 2000 (the
“Effective Amendment Date”) and does not affect any awards granted under the Prior Plan prior to such date.
For all purposes hereof, however, where the context permits, any reference 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 from time
to time prior to the Effective Amendment Date.
2. Administration.
2.1 The Plan shall be administered by the Compensation Committee (the “Committee”) of the
Company’s Board of Directors (the “Board”). The Committee shall consist of at least three members of the
Board (a) who are neither officers nor employees of the Company, (b) who are “Non-Employee Directors”
within the meaning of Rule 16b-3 (as in effect on the Effective Amendment Date or as it may thereafter be
amended or renumbered) as issued pursuant to the Securities Exchange Act of 1934, as amended (the “1934
Act”), and (c) who are “outside directors” within the meaning of Section 162(m)(4)(C) (as in effect on the
Effective Amendment Date or as it may thereafter be amended or renumbered) of the Internal Revenue Code
of 1986, as amended (the “Code”).
2.2 Subject to the limitations and other provisions of the Plan, the Committee shall have the sole and
complete authority (a) to select, from the employees of the Company and its Subsidiaries who are part of the
class of employees eligible for awards under the Plan, those employees who shall participate in the Plan (the
“Participants”), (b) to make awards to each and any Participant in such forms and amounts as it shall
determine and to cancel, suspend, or amend any such awards (except that it may not amend any award that
without such amendment would not be subject to the deduction limits of Section 162(m)(1) (as in effect on
the Effective Amendment Date or as it may thereafter be amended or renumbered) of the Code if such
amendment would cause such award to be subject to such deduction limits), (c) to impose such limitations,
restrictions, and conditions upon awards as it shall deem appropriate, (d) to interpret the Plan and to adopt,
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