Cincinnati Bell 2008 Annual Report Download - page 98

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
his or her sole discretion, satisfy the payment/withholding requirements that apply to such award by using any
one or more of the following methods or any combination of the following methods:
(a) by making a payment to the Company of an amount in cash (which, for purposes of the Plan, shall
be deemed to include payment in U.S. currency or by certified check, bank draft, cashier’s check, or money
order) equal to the amount of such payment/withholding requirements;
(b) by making a payment to the Company in Common Shares which are previously owned by the
Participant (or such other person) and have a fair market value on the date of payment equal to the amount
of such payment/withholding requirements;
(c) by having CBI retain Common Shares which are otherwise being purchased or paid under the award
and have a fair market value on the date of payment equal to the amount of such payment/withholding
requirements;
(d) by having CBI retain an amount of cash that is payable under the award and equal to the amount of
such payment/withholding requirements; and/or
(e) by having the Company retain an amount of cash that is payable under any other compensation
applicable to the Participant (or such other person) and equal to the amount of such payment/withholding
requirements.
17.3 Limitation on Common Shares Used to Meet Payment/Withholding Requirements.Notwithstanding
any other provisions of subsections 17.1 and 17.2 hereof, Common Shares may not be used in payment by the
Participant for satisfying any payment/withholding requirements that apply to an award granted under the Plan
either (i) if the Common Shares being used in payment are being purchased upon exercise of the applicable
award and the award is an ISO or (ii) if the Common Shares being used in payment both were previously
acquired by the Participant through the exercise of a prior ISO and have been held by the Participant for less than
two years from the date of grant of the prior ISO or less than one year from the date of the prior transfer of such
Common Shares to him or her.
17.4 Right of Company To Retain Amount To Meet Payment/Withholding Requirements If Requirements
Are Not Otherwise Met.If any Participant (or other person) who is responsible for satisfying any payment/
withholding requirements that apply to an award granted under the Plan otherwise fails to satisfy such payment/
withholding requirements under the procedures or other rules set forth in the foregoing provisions of this section
17, the Company shall have the right to retain from such award or the payment thereof (or from any other amount
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