Cincinnati Bell 2010 Annual Report Download - page 87

(d) The shareholders of CBI approving a plan of complete liquidation or dissolution of CBI.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 20% of the CBI Voting Securities as a result of the acquisition
of CBI Voting Securities by CBI which reduces the number of CBI Voting Securities outstanding; provided
that, if after such acquisition by CBI such person becomes the beneficial owner of additional CBI Voting
Securities that increases the percentage of outstanding CBI Voting Securities beneficially owned by such
person, a Change in Control shall then occur.
11. Adjustments. 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.
12. Withholding. The Company shall retain from the payment of any award granted under the Plan a
sufficient amount of cash applicable to the award to satisfy all withholding tax obligations that apply to the
payment.
13. Amendment or Termination of Plan.
13.1 Right of Board To Amend or Terminate Plan. Subject to the provisions of subsection 1.3(b) hereof
but notwithstanding any other provision hereof to the contrary, the Board may amend or terminate the Plan or
any portion or provision thereof at any time, provided that no such action shall materially impair the rights of a
Participant with respect to a previously granted Plan award without the Participant’s consent. Notwithstanding
the foregoing, the Board may not in any event, without the approval of CBI’s shareholders, adopt an amendment
to the Plan which shall make any change in the Plan that is required by applicable law to be approved by CBI’s
shareholders in order to be effective.
13.2 Rules When Shareholder Approval for Amendment Is Required. If approval of CBI’s
shareholders is required to a Plan amendment pursuant to the provisions of subsection 13.1 hereof, then such
approval must comply with all applicable provisions of CBI’s corporate charter, bylaws and regulations and any
applicable state law. If the applicable state law fails to prescribe a method and degree in such cases, then such
approval must be made by a method and degree that would be treated as adequate under applicable state law in
the case of an action requiring shareholder approval of an amendment to the Plan.
14. Miscellaneous.
14.1 Deferrals of Award Payments. The Committee may, in its discretion and if performed in accordance
with the terms and conditions of an award granted under the Plan or of any plan maintained by CBI, permit
Participants to elect to defer the payment otherwise required under all or part of any award granted under the
Plan. Such deferral shall not be permitted by the Committee unless such deferral terms and conditions meet all of
the conditions of Section 409A of the Code.
14.2 No Right To Employment. Nothing contained in the Plan or any award granted under the Plan shall
confer on any Participant any right to be continued in the employment of the Company or interfere in any way
with the right of the Company to terminate the Participant’s employment at any time and in the same manner as
though the Plan and any awards granted under the Plan were not in effect.
14.3 No Advance Funding of Plan Benefits. All payments required to be made under awards granted
under the Plan shall be made by the Company out of its general assets. In this regard, the Plan shall not be funded
and the Company shall not be required to segregate any assets to reflect any awards granted under the Plan. Any
liability of the Company to any person with respect to any award granted under the Plan shall be based solely
upon the contractual obligations that apply to such award, and no such liability shall be deemed to be secured by
any pledge of or other lien or encumbrance on any property of the Company.
14.4 Plan Benefits Generally Not Part of Compensation for Other Company Benefit Plans. Any
payments or other benefits provided to a Participant with respect to an award granted under the Plan shall not be
deemed a part of the Participant’s compensation for purposes of any termination or severance pay plan, or any
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