Cincinnati Bell 2008 Annual Report Download - page 27

director. These restricted shares will not vest until the third anniversary of the grant date and payment of such
grants will be deferred until such non-employee director ceases to be a director of the Company.
The Board will exercise its discretion in granting such options and/or time-based restricted shares with the
intent that such grants, together with other Company equity-based compensation, provide Company equity-based
compensation that is competitive with the value of equity-based compensation provided by comparable
companies to their non-employee directors.
Each stock option granted to a non-employee director under the 2007 Directors Stock Option Plan, or a
predecessor plan, requires that, upon the exercise of the option, the price to be paid for the common shares that
are being purchased under the option will be equal to 100% of the fair market value of such shares as determined
at the time the option is granted. With certain exceptions provided in the 2007 Directors Stock Option Plan, a
non-employee director of the Company who is granted an option under the plan generally will have ten years
from the date of the grant to exercise the option.
In general, each restricted share award will require that the restrictions not lapse in full unless the
non-employee director continues to serve as a director of the Company for at least three years after the award
grant date or ends service as a Company director under special circumstances (e.g., death, disability, or attaining
retirement age). In addition, payment for these awards will be deferred until the non-employee director no longer
serves as a director of the Company.
Actual Director Compensation in 2008 Fiscal Year
The following table shows the compensation paid to our non-employee directors for the 2008 fiscal year.
Director Compensation for Fiscal 2008
Name
Fees Earned or
Paid in Cash ($)
(a)
Stock
Awards ($)
(b)(c)
Option
Awards ($)
(c)
Total
($)
Bruce L. Byrnes ......................... 98,000 (13,151) — 84,849
Phillip R. Cox ........................... 296,000 (58,794) — 237,206
Jakki L. Haussler ........................ 61,375 7,777 — 69,152
Robert W. Mahoney ...................... 96,625 2,157 — 98,782
Craig F. Maier .......................... 33,989 — — 33,989
Daniel J. Meyer ......................... 116,000 (48,664) — 67,336
Alex Shumate ........................... 80,500 3,973 — 84,473
Lynn A. Wentworth ...................... 70,250 7,777 — 78,027
John M. Zrno ........................... 113,125 (52,553) — 60,572
Michael G. Morris (Resigned) .............. 26,250 (62,039)(d) — (35,789)
Mark Lazarus .......................... — — — —
(a) Board fees included deferred compensation during 2008 for those directors who deferred some or all of their
cash retainer/fees.
(b) The values reflect the FAS 123(R) expense or (income) the Company recorded in 2008. Each non-employee
director had his account under the Directors Deferred Compensation Plan credited with an amount equal to
the value of 6,000 common shares of the Company on January 2, 2008. The values reflect a decrease in the
value of the 2008 award resulting from the change in the Company’s closing stock price on January 2, 2008
of $4.52 to $1.93 at December 31, 2008. The values also reflect a decrease in the value of awards granted in
prior years resulting from the change in the Company’s closing stock price of $4.75 at December 31, 2007 to
$1.93 at December 31, 2008. The values also include the FAS 123(R) expense related to the grant of time-
based restricted shares at the 2008 Annual Meeting of Shareholders. For a discussion of the valuation
assumptions and methodology, see Note 13 to the Company’s Consolidated Financial Statements included in
the Annual Report on Form 10-K for the year ended December 31, 2008.
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Proxy Statement