Cincinnati Bell 2011 Annual Report Download - page 93

(b) To make awards to Employees at such times, in such forms, and in such amounts as it shall
determine and to cancel, suspend, or amend any such awards;
(c) To impose such limitations, restrictions, and conditions upon awards as it shall deem appropriate;
(d) To interpret the Plan and to adopt, amend, and rescind administrative guidelines and other rules and
regulations relating to the Plan;
(e) To appoint certain employees of the Company to act on its behalf as its representatives (including
for purposes of signing agreements which reflect awards granted under the Plan); and
(f) To make all other determinations and to take all other actions it deems necessary or advisable for
the proper administration of the Plan.
Except to the extent otherwise required by applicable law, the Committee’s determinations on any matter
within its authority shall be conclusive and binding on the Company, all Participants, and all other parties.
3.3 Flexibility in Granting Awards. Notwithstanding any other provision of the Plan which may be read
to the contrary, the Committee may set different terms and conditions applicable to each and any award granted
under the Plan, even for awards of the same type and even when issued to the same Participant. In addition, and
also notwithstanding any other provision of the Plan which may be read to the contrary, the Committee may grant
to any Participant for any period any specific type of award available under the Plan without being required to
grant to the Participant for such period any other type of award that may be available under the Plan.
3.4 Delegation of Committee’s Authority for Certain Awards.
(a) The Committee may delegate to CBI’s Chief Executive Officer its right to make awards to
Employees who (i) are not otherwise considered by the Committee to be subject to the requirements of
Section 16 of the Exchange Act and (ii) are not expected by the Committee to become covered employees
within the meaning of Section 162(m)(3) of the Code.
(b) To the extent the Committee’s right to make awards to any Employees is delegated to CBI’s Chief
Executive Officer under the provisions of paragraph (a) of this subsection 3.4, any reference to the Committee
in the other provisions of the Plan that concern the making of awards to such Employees, the terms of such
awards, and the verification that all conditions applicable to the payment under or the exercise of such awards
have been met shall be read to refer to CBI’s Chief Executive Officer as if such person was the Committee.
4. Class of Employees Eligible for Plan. Awards may be granted under the Plan to, and only to, Employees.
As is indicated in section 3 hereof, the specific Employees to whom awards will be granted under the Plan, and
who thereby will be Participants under the Plan, shall be chosen by the Committee in its sole discretion.
5. Awards and Their Forms.
(a) Awards under the Plan may be granted at any time while the Plan is in effect by the Committee to
any Employee or Employees.
(b) Any awards granted under the Plan may be made in any one or more of the following forms, each of
which shall be deemed to a separate and distinct form of award for all purposes of this Plan: (i) stock options,
(ii) stock appreciation rights, (iii) restricted stock, (iv) performance shares; (v) share-based performance units,
(vi) nonshare-based performance units, and (vii) non-restricted stock. Nonshare-based performance units
constitute the only form of award under the Plan that is a Nonshare-Based Award, and each of the other award
forms identified in the immediately preceding sentence constitutes a Share-Based Award form. The subsequent
provisions of the Plan provide certain rules and conditions that apply to each of such award forms.
(c) Any Common Shares that are to be issued or paid under any award granted under the Plan may consist, in
whole or in part, of Common Shares that are authorized but unissued or Common Shares that are treasury shares.
6. Limits on Shares Subject To and Compensation Payable Under Plan Awards.
6.1 Limits on Number of Common Shares Available for Issuance Under Plan.
(a) Subject to the following provisions of this subsection 6.1 and the provisions of subsections 6.3 and
16.1 hereof, the following limits set forth in subparagraphs (1) through (4) of this subsection 6.1 (which
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