Cincinnati Bell 2006 Annual Report Download - page 109

13.3 Right of CBI To Retain Amount To Meet Payment/Withholding Requirements If Requirements
Are Not Otherwise Met. If any Outside Director (or other person) who is responsible for satisfying any
payment/withholding requirements that apply to an award granted under the Plan otherwise fails to satisfy such
payment/withholding requirements under the procedures or other rules set forth in the foregoing provisions of
this section 13, CBI shall have the right to retain from such award or the payment thereof (or from any other
amount that is payable as compensation to the Outside Director or such other person), as appropriate, a sufficient
number of Common Shares or cash otherwise applicable to the award (or otherwise applicable to such other
compensation amount) in order to satisfy such payment/withholding requirements.
14. Amendment or Termination of Plan.
14.1 Right of Board To Amend or Terminate Plan. Subject to the provisions of paragraph (b) of
subsection 1.3 hereof but notwithstanding any other provision hereof to the contrary, the Board may amend or
terminate the Plan or any portion or provision thereof at any time, provided that no such action shall materially
impair the rights of an Outside Director with respect to a previously granted Plan award without the Outside
Director’s consent. Notwithstanding the foregoing, the Board may not in any event, without the approval of
CBI’s shareholders, adopt an amendment to the Plan which shall: (i) increase the total number of Common
Shares which may be issued or paid during the existence of the Plan; (ii) change the class of persons eligible to
receive awards under the Plan; or (iii) make any other change in the Plan that is required by applicable law to be
approved by CBI’s shareholders in order to be effective.
14.2 Rules When Shareholder Approval for Amendment Is Required. If approval of CBI’s shareholders
is required to a Plan amendment pursuant to the provisions of subsection 14.1 hereof, then such approval must
comply with all applicable provisions of CBI’s corporate charter, bylaws and regulations, and any applicable
state law prescribing a method and degree of shareholder approval required for issuance of Common Shares. If
the applicable state law fails to prescribe a method and degree in such cases, then such approval must be made by
a method and degree that would be treated as adequate under applicable state law in the case of an action
requiring shareholder approval of an amendment to the Plan.
15. Miscellaneous.
15.1 Section 83(b) Election. An Outside Director may, with respect to any award granted to him or her
under the Plan with respect to which an election could be made under Section 83(b) of the Code (generally to
include in his or her gross income for Federal income tax purposes in the year the award is transferred to him or
her the amounts specified in such Code section), make such election provided that (i) the terms and conditions of
such award fail to prohibit the Outside Director making such election and (ii) the Outside Director provides
written notice to the Committee of such election within ten days after he or she has filed a written notice of such
election with the Internal Revenue Service (as well as meeting all other notice and additional requirements for
such election that are required by Section 83(b) of the Code).
15.2 Prohibition on Reduction of Exercise Price. Subject to the provisions of subsection 12.1 hereof but
notwithstanding any other provision of the Plan, in no event shall the exercise price applicable to a stock option
award granted under the Plan be reduced, directly or indirectly, by an amendment to the award, by the
cancellation of the award and the granting of a new award, or by any other means unless such reduction is
approved by CBI’s shareholders (with such approval meeting the same conditions as are described in subsection
14.2 hereof as to the approval of a Plan amendment).
15.3 No Right To Employment as Director. Nothing contained in the Plan or any stock option granted
under the Plan shall confer on any Outside Director any right to be continued as a director of CBI or interfere in
any way with the right of CBI to terminate the Outside Director’s service as a director at any time and in the
same manner as though the Plan and any stock options granted under the Plan were not in effect.
15.4 No Advance Funding of Plan Benefits. The Plan shall not be funded and CBI shall not be required to
segregate any assets to reflect any awards granted under the Plan. Any liability of CBI to any person with respect
to any award granted under the Plan shall be based solely upon the contractual obligations that apply to such
award, and no such liability shall be deemed to be secured by any pledge of or other lien or encumbrance on any
property of CBI.
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