Cincinnati Bell 2010 Annual Report Download - page 27

The Board has decided to annually grant time-based restricted shares with an aggregate value of $35,000 on
the date of grant to each incumbent, non-employee director. These restricted shares will not vest until the third
anniversary of the grant date.
The Board will exercise its discretion in granting such options and/or time-based restricted shares with the
intent that such grants, together with other Company equity-based compensation, provide Company equity-based
compensation that is competitive with the value of equity-based compensation provided by comparable
companies to their non-employee directors.
Each stock option granted to a non-employee director under the 2007 Directors Stock Option Plan, or a
predecessor plan, requires that, upon the exercise of the option, the price to be paid for the common shares that
are being purchased under the option will be equal to 100% of the fair market value of such shares as determined
at the time the option is granted. With certain exceptions provided in the 2007 Directors Stock Option Plan, a
non-employee director of the Company who is granted an option under the plan generally will have ten years
from the date of the grant to exercise the option.
In general, each restricted share award will require that the restrictions not lapse in full unless the
non-employee director continues to serve as a director of the Company for at least three years after the award
grant date or ends service as a Company director under special circumstances (e.g., death, disability, or attaining
retirement age).
Actual Director Compensation in 2010 Fiscal Year
The following table shows the compensation paid to our non-employee directors for the 2010 fiscal year.
Director Compensation for Fiscal 2010
Name
Fees Earned or
Paid in Cash ($)
(a)
Stock
Awards ($)
(b) (c)
Option
Awards ($)
(c)
Total
($)
Bruce L. Byrnes ......................... 96,000 56,120 — 152,120
Phillip R. Cox ........................... 285,000 56,120 — 341,120
Jakki L. Haussler ........................ 95,000 56,120 — 151,120
Mark Lazarus ........................... 80,000 56,120 — 136,120
Craig F. Maier .......................... 95,000 56,120 — 151,120
Alex Shumate ........................... 90,000 56,120 — 146,120
Lynn A. Wentworth ...................... 97,000 56,120 — 153,120
John M. Zrno ........................... 103,000 56,120 — 159,120
(a) No Board member elected to defer fees in fiscal 2010.
(b) The values reflect the aggregate grant-date fair value of the time-based restricted awards granted on May 4,
2010 computed in accordance with Accounting Standards Codification Topic 718, “Compensation — Stock
Compensation” (“ASC 718”) for all awards and the amounts credited to the Directors Deferred
Compensation Plan which was equal to the value of 6,000 common shares with a value of $3.52 per share on
January 4, 2010. 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, 2010.
13
Proxy Statement