Cincinnati Bell 2009 Annual Report Download - page 27

Non-Employee Directors Stock Option Plan
The Company grants its non-employee directors stock options to purchase common shares and/or time-
based restricted shares under the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors (the
“2007 Directors Stock Option Plan”). Pursuant to the current terms of such plan, each non-employee director of
the Company, at the discretion of the Board, may be granted a stock option for a number of common shares and/
or a number of restricted common shares (as determined by the Board) on the date of each annual meeting, if
such director first became a non-employee director of the Company before the date of such annual meeting and
continues in office as a non-employee director after such meeting.
The Board has decided to annually grant time-based restricted shares with an aggregate value of $35,000 on
the date of grant to each incumbent, non-employee 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.
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Proxy Statement