Cincinnati Bell 2008 Annual Report Download - page 86

2.9 “Employee” means any person who: (i) is employed and classified as an employee by the Company; and
(ii) is not represented by a recognized collective bargaining unit (unless such person’s eligibility to participate in
the Plan is approved under a collective bargaining agreement between the Employer and the authorized
representatives of such collective bargaining unit).
2.10 “Exchange Act” means the Securities Exchange Act of 1934, as it exists as of the Effective Date and as
it may thereafter be amended. A reference to a specific section of the Exchange Act shall be deemed to be a
reference both (i) to the provisions of such section as it exists as of the Effective Date and as it is subsequently
amended, renumbered, or superseded (by future legislation) and (ii) to the provisions of any government
regulation or rule that is issued under such section as of the Effective Date or as of a later date.
2.11 “ISO” means a stock option that qualifies as an incentive stock option within the meaning of
Section 422 of the Code.
2.12 “Nonshare-Based Award” means any award granted under the Plan that by its terms provides for
compensation (upon, if applicable, its exercise or the meeting of certain performance goals or other criteria or
conditions) based on a dollar amount, regardless of whether the award’s compensation may be payable in cash,
Common Shares or other property, or a combination thereof. The nonshare-based performance unit form of
award provided under the Plan, but no other form of award that is listed in section 5 hereof, constitutes a
Nonshare-Based Award.
2.13 “Participant” means any Employee who is granted an award under the Plan.
2.14 “Plan” means this document, named the “Cincinnati Bell Inc. 2007 Long Term Incentive Plan,” as set
forth herein and as it may be amended.
2.15 “Regulation 1.83-3(i)” means Treasury Regulation Section 1.83-3(i) issued by the Department of the
Treasury under Section 83 of the Code, as such regulation exists as of the Effective Date and as it is subsequently
amended, renumbered, or superseded.
2.16 “Regulation 1.409A-3” means Proposed Treasury Regulation Section 1.409A-3 issued by the
Department of the Treasury under Section 409A of the Code, as such proposed regulation exists as of the
Effective Date and as it is subsequently finalized, amended, renumbered, or superseded. A reference to a specific
paragraph of Regulation 1.409A-3 shall be deemed to be a reference to the provisions of such paragraph as it
exists as of the Effective Date and as it is subsequently finalized, amended, renumbered, or superseded.
2.17 “Rule 16b-3” means Rule 16b-3 issued by the Securities and Exchange Commission under Section 16
of the Exchange Act, as such rule exists as of the Effective Date and as it is subsequently amended, renumbered,
or superseded.
2.18 “Share-Based Award” means any award granted under the Plan that by its terms provides for issuance
or payments (upon, if applicable, its exercise or the meeting of certain performance goals or other criteria or
conditions) of fixed numbers of Common Shares or of amounts determined with reference to the fair market
value (or the change in fair market value over a period of time) of fixed numbers of Common Shares. Each form
of award that is listed in section 5 hereof, except for a nonshare-based performance unit form of award,
constitutes a Share-Based Award.
3. Administration of Plan.
3.1 Committee To Administer Plan.The Plan shall be administered by the Committee. The Committee shall
be the Compensation Committee of the Board, unless and until the Board appoints a different committee to
administer the Plan. The Committee shall in any event consist of at least three members of the Board (i) who are
neither officers nor employees of the Company, (ii) who are non-employee directors within the meaning of Rule
16b-3, and (iii) who are outside directors within the meaning of Section 162(m)(4)(C) of the Code.
3.2 Committee’s Authority.Subject to the limitations and other provisions of the Plan, the Committee shall
have the sole and complete authority:
(a) To select, from all of the Employees, those Employees who shall participate in the Plan;
(b) To make awards to Employees at such times, in such forms, and in such amounts as it shall
determine and to cancel, suspend, or amend any such awards;
(c) To impose such limitations, restrictions, and conditions upon awards as it shall deem appropriate;
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