Cincinnati Bell 2004 Annual Report Download - page 58

5.5 If, after January 1, 2000, any corporation is acquired by the Company and the Company assumes
certain stock-based awards previously granted by such acquired corporation or issues new awards in
substitution for such previously-granted awards of the acquired corporation, then, except to the extent
expressly provided by action of the Board, the awards so assumed or issued by the Company shall not be
deemed to be granted under the Plan and any Common Shares that are the basis of such assumed or
substituted awards shall not affect the number of Common Shares on which awards granted under the Plan
can be based.
6. Stock Option Awards.
Any awards granted under the Plan in the form of stock options shall be subject to the following terms
and conditions:
6.1 The Committee may, from time to time and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, grant to any Participant options to purchase Common
Shares, which options may be ISOs, options that are not ISOs, or both ISOs and options that are not ISOs.
6.2 Subject to the other provisions of this Section 6, the terms and conditions of any stock option
granted under the Plan shall be determined by the Committee. The grant of an option shall be evidenced by a
written agreement signed by the Committee or a representative thereof, which agreement shall contain the
terms and conditions of the option (as set by the Committee).
6.3 The purchase price per Common Share under any stock option granted under the Plan shall be
determined by the Committee but shall not be less than 100% of the fair market value of a Common Share on
the date the option is granted.
6.4 Unless otherwise prescribed by the Committee, any stock option granted under the Plan shall expire
and no longer be exercisable ten years after the date on which it is granted and shall be exercisable in whole
or in part after but not before the expiration of one year after the date on which it is granted.
6.5 Subject to the other provisions of the Plan, the Committee shall establish procedures governing the
exercise of stock options granted under the Plan (and shall require under such procedures, with respect to each
exercise of a stock option, that written notice of the exercise be given and that the purchase price for the
Common Shares being purchased upon the exercise and any taxes required to be withheld upon the exercise
be paid in full at the time of the exercise). As soon as administratively practical after the receipt of the written
notice and full payment applicable to the exercise of any stock option granted under the Plan, the Company
shall deliver to the applicable Participant (or such other person who is exercising the stock option) a certificate
or certificates representing the acquired Common Shares.
6.6 To the extent that the aggregate fair market value of Common Shares with respect to which stock
options intended to be ISOs are exercisable for the first time by any Participant during any calendar year
(under the Plan and all other plans of the Company and its Subsidiaries) exceeds $100,000 (or, if such limit
amount is amended under Section 422 of the Code, such amended limit amount), such stock options shall be
treated as if they were not ISOs. The rule set forth in the immediately preceding sentence shall be applied by
taking options into account in the order in which they were granted. Also, for purposes of the rules of this
subsection 6.6, the fair market value of any Common Shares which are subject to a stock option shall be
determined as of the date the option is granted.
6.7 Notwithstanding any other provision of the Plan to the contrary, no person shall be eligible for or
granted an ISO under the Plan if, at the time the applicable ISO is otherwise to be granted, the person owns
more than 10% of the total combined voting power of all classes of stock of the Company or any of its
Subsidiaries. For purposes hereof, a person shall be considered as owning the stock owned, directly or
indirectly, by or for his or her brothers or sisters (whether by the whole or half blood), spouse, ancestors, and
lineal descendants, and stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust
shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries.
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