Cincinnati Bell 2006 Annual Report Download - page 90

hereof, CBI shall pay the amount to which the applicable Participant (or such other person who is entitled to the
benefits of the award) is entitled upon the meeting of such performance goals and/or other conditions and as the
Committee shall provide in the terms of the award: (i) in a lump sum or in installments; (ii) to the extent a share-
based performance unit or a nonshare-based performance unit is involved, in cash, Common Shares or other
property, or a combination thereof; and (iii) to the extent a performance share is involved, in Common Shares. To
the extent that payment is made in Common Shares or other property, the Common Shares or other property shall
be valued at its fair market value on the date as of which the payment is made.
11. Non-Restricted Stock Awards. Any awards granted under the Plan in the form of non-restricted stock shall
be subject to the following terms and conditions of this section 11.
11.1 Nature of Non-Restricted Stock and Condition of Grant. Non-restricted stock shall constitute
Common Shares that may, upon grant, be immediately disposed of by the Participant to whom the non-restricted
stock is granted (without any special restrictions and conditions). However, notwithstanding any other provision
of the Plan, non-restricted stock may be awarded under the Plan only if and to the extent permitted under
subsection 19.1 hereof.
11.2 Terms and Conditions of Non-Restricted Stock To Be Determined by Committee. Subject to the
other provisions of this section 11 and the other sections of the Plan, all of the terms and conditions that apply to
any non-restricted stock awarded under the Plan shall be determined by the Committee. The grant of any
non-restricted stock under the Plan 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 non-restricted stock award
(as set by the Committee).
11.3 Procedures for Payment of Taxes Upon Grant of Non-Restricted Stock. Any taxes required to be
withheld upon the grant of any non-restricted stock award under the Plan (and, if applicable, any minimum
purchase price for the stock that may be required by applicable law) must be paid in full at the time of such grant.
The procedures for meeting such requirements shall be established under the provisions of section 17 hereof.
12. Fair Market Value of Common Shares. For purposes of the Plan, the fair market value of a Common
Share on any date (for purposes of this section 12, the “subject date”) shall be deemed to be the closing price of a
Common Share on the New York Stock Exchange on the subject date (or, if no trading in any stocks occurred at
all on such exchange on the subject date, on the next subsequent date on which trading of stocks occurred on
such exchange). Notwithstanding the foregoing, if Common Shares are not listed or traded at all on the New
York Stock Exchange on the date as of which a Common Share’s fair market value for the subject date is to be
determined under the terms of the immediately preceding sentence, then the fair market value of a Common
Share on the subject date shall be determined by the Committee in good faith pursuant to methods and
procedures established by the Committee.
13. Performance Goals.
13.1 Criteria for Performance Goals. To the extent the meeting of performance goals set by the
Committee may be a condition to the exercise of or payment under any award granted under the Plan, the
Committee may base such performance goals on, and only on, one or more of the following criteria applicable to
the Company:
(a) free cash flow (defined as cash generated by operating activities, minus capital expenditures and
other investing activities, dividend payments and proceeds from the issuance of equity securities, and
proceeds from the sale of assets);
(b) earnings before interest, taxes, depreciation, and amortization;
(c) earnings per share;
(d) operating income;
(e) total shareholder returns;
(f) profit targets;
(g) revenue targets;
(h) profitability targets as measured by return ratios;
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