Cincinnati Bell 2006 Annual Report Download - page 94

the Board of the execution of the initial agreement providing for such Reorganization or Sale,
Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in
subparagraphs (1), (2), and (3) of this paragraph (c) being deemed to be a “Non-Qualifying
Transaction” for purposes of this subsection 15.4).
(d) The shareholders of CBI approving a plan of complete liquidation or dissolution of CBI.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 20% of the CBI Voting Securities as a result of the acquisition of CBI
Voting Securities by CBI which reduces the number of CBI Voting Securities outstanding; provided that, if after
such acquisition by CBI such person becomes the beneficial owner of additional CBI Voting Securities that
increases the percentage of outstanding CBI Voting Securities beneficially owned by such person, a Change in
Control shall then occur.
16. Adjustments.
16.1 Adjustments for Stock Dividends, Stock Splits, and Other Corporate Transactions.
(a) In the event of any change affecting the Common Shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares, or other corporate
change, or any distributions to common shareholders other than cash dividends, then, subject to the
provisions of paragraph (b) of this subsection 16.1, the Committee shall make such substitution or
adjustment in the aggregate number or class of shares which may be distributed under the Plan and in the
number, class, and exercise price or other price of shares on which the outstanding awards granted under the
Plan are based as it determines to be necessary or appropriate in order to prevent the enlargement or dilution
of rights under the Plan or under awards granted under the Plan.
(b) The Committee shall not take any action under the provisions of paragraph (a) of this subsection
16.1 with respect to any specific award granted under the Plan to the extent it determines that such action
would otherwise cause such award to become subject to the requirements of Code Section 409A when such
award would not be subject to such requirements in the absence of such adjustment.
16.2 Adjustments To Correct Errors or Omissions. The Committee shall be authorized to correct any
defect, supply any omission, or reconcile any inconsistency in the Plan or any award granted under the Plan in
the manner and to the extent it shall determine is needed to reflect the intended provisions of the Plan or that
award or to meet any law that is applicable to the Plan (or the provisions of any law which must be met in order
for the normal tax consequences of the award to apply).
17. Procedures For Satisfying Payment and Withholding Requirements.
17.1 Committee May Develop Payment/Withholding Procedures. The Committee may, in its discretion,
establish procedures governing the exercise of, lapse of restrictions under, and/or payment of any award granted
under the Plan and to compel under such procedures that, to the extent applicable under such award, any
purchase price for Common Shares being obtained under such award and/or taxes required to be withheld by the
terms of such award or under applicable law (with any such purchase price and/or tax withholding requirements
being referred to in this section 17 as the “payment/withholding requirements”) be paid in full. The Committee
may provide for different rules as to the satisfying of the payment/withholding requirements with respect to each
type of award granted under the Plan and even among awards of the same type that are granted under the Plan.
The Committee’s procedures applicable to the satisfaction of any payment/withholding requirements that apply
to an award granted under the Plan may, in the discretion of the Committee, include commonly accepted
electronic or telephonic notices given via the internet or an interactive voice response system to a third party
broker which is designated by the Committee to facilitate and/or administer the exercise or payment of any
awards granted under the Plan.
17.2 Default Payment/Withholding Procedures. Unless the Committee otherwise prescribes in the
written agreement by which an award is granted under the Plan, any Participant to whom an award under the Plan
is granted (or, if applicable, such other person who is exercising or receiving a payment under the award) may, in
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