Cincinnati Bell 2004 Annual Report Download - page 67

APPENDIX B
CINCINNATI BELL INC.
SHORT TERM INCENTIVE PLAN
(As amended and restated effective as of July 24, 2000 and incorporating a later amendment dated
May 27, 2003)
1. Purpose.
1.1 The purpose of this plan, which shall be named the Cincinnati Bell Inc. Short Term Incentive Plan
(the “Plan”) and the sponsor of which is the Company (as defined in subsection 1.2 below), is to provide key
executives of the Company and its Subsidiaries (as defined in subsection 1.2 below) with incentive
compensation based upon the achievement of specific short term performance goals.
1.2 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.
1.3 This document amends and restates the plan that was named the Broadwing Inc. 1997 Short 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 and (b) 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 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, amend, and rescind
administrative guidelines and other rules and regulations relating to the Plan, (e) to appoint certain employees
of the Company and the Subsidiaries to act on its behalf as its representatives (including for purposes of
signing agreements which reflect awards granted under the Plan), and (f) to make all other determinations and
to take all other actions necessary or advisable for the proper administration of the Plan. The Committee’s
determinations on any matter within its authority shall be conclusive and binding on the Company, its
Subsidiaries, all Participants, and all other parties.
2.3 Notwithstanding any other provision of the Plan which may be read to the contrary, the Committee
may set different terms and conditions applicable to each and any award granted under the Plan, and there is
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