Cincinnati Bell 2012 Annual Report Download - page 25
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Company, at the discretion of the Board, may be granted a number of restricted common shares and/or a stock
option for a number of common shares (as determined by the Board) on the date of each annual meeting, if such
director first became a non-employee director of the Company before the date of such annual meeting and
continues in office as a non-employee director after such meeting.
Under the 2007 Directors Plan, up to 1,000,000 common shares may in the aggregate be the subject of
awards granted during the life of the plan, all of which could be subject to stock option awards or restricted stock
awards. The Company has flexibility regarding the type of awards to issue. 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.
Under the 2007 Directors Plan, the Company annually grants time-based restricted shares with an aggregate
value of $70,000 on the date of grant to each incumbent non-employee director. These restricted shares will vest
on the third anniversary of the grant date.
Each stock option granted to a non-employee director under the 2007 Directors 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 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).
13
Proxy Statement