Cincinnati Bell 2008 Annual Report Download - page 100

19.5 No Right To Employment.Nothing contained in the Plan or any award granted under the Plan shall
confer on any Participant any right to be continued in the employment of the Company or interfere in any way
with the right of the Company to terminate the Participant’s employment at any time and in the same manner as
though the Plan and any awards granted under the Plan were not in effect.
19.6 No Advance Funding of Plan Benefits.All payments required to be made under awards granted under
the Plan shall be made by the Company out of its general assets. In this regard, the Plan shall not be funded and
the Company shall not be required to segregate any assets to reflect any awards granted under the Plan. Any
liability of the Company 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 the Company.
19.7 Plan Benefits Generally Not Part of Compensation for Other Company Benefit Plans.Any payments
or other benefits provided to a Participant with respect to an award granted under the Plan shall not be deemed a
part of the Participant’s compensation for purposes of any termination or severance pay plan, or any other
pension, profit sharing, or other benefit plan, of the Company unless such plan expressly or clearly indicates that
the payments or other benefits provided under an award granted under the Plan shall be considered part of the
Participant’s compensation for purposes of such plan or unless applicable law otherwise requires.
19.8 No Issuance of Common Shares Unless Securities Laws Permit Issuance.Notwithstanding any other
provision of the Plan to the contrary, in no event shall CBI be obligated to issue or deliver any Common Shares
under the Plan in connection with an award granted under the Plan unless and until CBI determines that such
issuance or delivery will not constitute a violation of the provisions of any applicable law (or regulation issued
under such law) or the rules of any securities exchange on which Common Shares are listed and will not be
subject to restrictions not generally applicable to Common Shares. In addition, with respect to any Participant
who is subject to the requirements of Section 16 of the Exchange Act, transactions under the Plan are intended to
comply with all applicable requirements of Rule 16b-3. To the extent any provision of the Plan or an award
granted under the Plan or action by the Committee fails to so comply, it shall be deemed to be null and void to
the extent permitted by law or deemed advisable by the Committee.
19.9 Awards To Employees of CBI Affiliate May Be Made In Shares of Subsidiary.Notwithstanding any
other provision of the Plan, any award granted under the Plan to an Employee who is, at the time of the grant of
the award, an employee of a corporation (other than CBI) that is part of a controlled group of corporations
(within the meaning of Section 1563(a) of the Code, but determined without regard to Code Section 1563(a)(4)
and (e)(3)(C)) that includes CBI may be based on common shares of such other corporation. In such case, all of
the provisions of the Plan, including the Common Share limits set forth in section 6 hereof, shall apply to such
award in the same manner as if such other corporation’s common shares were Common Shares.
19.10 Applicable Law.Except to the extent preempted by any applicable Federal law, the Plan shall be
subject to and construed in accordance with the laws of the State of Ohio.
19.11 Counterparts and Headings. The Plan may be executed in any number of counterparts, each of which
shall be deemed an original. The counterparts shall constitute one and the same instrument, which shall be
sufficiently evidenced by any one thereof. Headings used throughout the Plan are for convenience only and shall
not be given legal significance.
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