Cincinnati Bell 2010 Annual Report Download - page 39

8. Amendment and Termination.
The 2011 Short Term Incentive Plan may be amended or terminated by the Board, provided that no such
action will impair the rights of a key employee with respect to a previously granted award without the key
employee’s consent and provided that no amendment shall be made without approval of the Company’s
shareholders if such amendment would make any change in the plan that is required by law to be approved by the
Company’s shareholders in order to become effective.
9. Federal Income Tax Consequences
In general, any key employee who receives an amount that is paid by reason of an award granted under the
2011 Short Term Incentive Plan must recognize for federal income tax consequences, at the time of the payment,
ordinary compensation income equal to such amount; and the Company will be entitled to a deduction for the
same amount.
Our Recommendation
Approval of the Cincinnati Bell Inc. 2011 Short-Term Incentive Plan, requires the affirmative vote of
the shareholders of a majority of the Common Shares and Preferred Shares, voting as one class, present or
represented at the annual meeting, in person or by proxy, and entitled to vote on this proposal.
Abstentions will have the same effect as votes against the proposal. Broker non-votes will not be
considered shares entitled to vote on the proposal and will not have a positive or negative effect on the
outcome of this proposal. The Board recommends a vote FOR adoption of the proposal.
Effect of Management Vote on Proposal
Since the directors and officers of the Company own beneficially 10,857,833 Common Shares, or 5.5% of
the outstanding voting shares, their votes on the proposal are not likely to have a material impact on whether this
proposal is adopted.
25
Proxy Statement