Cincinnati Bell 2011 Annual Report Download - page 109

Appendix B
CINCINNATI BELL INC.
2007 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(As adopted and originally effective as of May 3, 2007)
(As amended and effective upon shareholder approval on May 1, 2012)
1. Introduction to Plan.
1.1 Name and Sponsor of Plan. The name of this Plan is the Cincinnati Bell Inc. 2007 Stock Option Plan
for Non-Employee Directors, and its sponsor is CBI.
1.2 Purposes of Plan. The purposes of this Plan are (i) to attract and retain the services of experienced and
knowledgeable persons to serve as independent directors of CBI for the benefit of CBI and its shareholders and
(ii) to provide additional incentive for such directors to continue to work for the best interests of CBI and its
shareholders.
1.3 Effective Date and Duration of Plan.
(a) The Plan is effective as of the Effective Date (May 3, 2007), subject to the Plan’s approval by a
majority of the voting shares present or represented and entitled to vote on the Plan at the 2007 annual
meeting of CBI’s shareholders.
(b) The Plan shall remain in effect thereafter until the earliest of (i) the date on which the Plan is
terminated in accordance with section 14 hereof, (ii) the date on which the maximum number of Common
Shares which may be issued or paid under or with respect to all of the awards granted under the Plan during
the Plan’s entire existence (as determined under the other provisions of the Plan) have been issued or paid,
or (iii) May 2, 2017. Upon the termination of the Plan, no awards may be granted under the Plan after the
date of such termination but any award granted under the Plan on or prior to the date of such termination
shall remain outstanding in accordance with the terms of the Plan and the terms of the award.
2. General Definitions. For all purposes of the Plan, the following terms shall have the meanings indicated
below when used in the Plan, unless the context clearly indicates otherwise.
2.1 “Board” means the Board of Directors of CBI.
2.2 “CBI” means Cincinnati Bell Inc. (and, except for purposes of determining whether a Change in
Control has occurred, any legal successor to Cincinnati Bell Inc. that results from a merger or similar
transaction).
2.3 “Change in Control” means the occurrence of any of the events described in subsection 11.3 hereof.
2.4 “Code” means the Internal Revenue Code of 1986, as it exists as of the Effective Date and as it may
thereafter be amended. A reference to a specific section of the Code shall be deemed to be a reference both (i) to
the provisions of such section as it exists as of the Effective Date and as it is subsequently amended, renumbered,
or superseded (by future legislation) and (ii) to the provisions of any government regulation that is issued under
such section as of the Effective Date or as of a later date.
2.5 “Common Shares” means common shares, par value $0.01 per share, of CBI.
2.6 “Company” means, collectively, (i) CBI, (ii) each other corporation that is part of a controlled group of
corporations (within the meaning of Section 1563(a) of the Code, but determined without regard to Code
Section 1563(a)(4) and (e)(3)(C)) that includes CBI, and (iii) each other organization (a partnership, sole
proprietorship, etc.) that is under common control (within the meaning of Section 414(b) of the Code) with CBI.
2.7 “Effective Date” means May 3, 2007.
2.8 “Exchange Act” means the Securities Exchange Act of 1934, as it exists as of the Effective Date and as
it may thereafter be amended. A reference to a specific section of the Exchange Act shall be deemed to be a
reference both (i) to the provisions of such section as it exists as of the Effective Date and as it is subsequently
B-1
Proxy Statement