Cincinnati Bell 2015 Annual Report Download - page 102

12. Adjustments.
12.1 Adjustments for Stock Dividends, Stock Splits, and Other Corporate
Transactions.
(a) In the event of any change affecting the Common Shares by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of
shares, or other corporate change, or any distributions to common shareholders other than
cash dividends, then, subject to the provisions of paragraph (b) of this subsection 12.1, the
Board shall make such substitution or adjustment in the aggregate number or class of shares
which may be distributed under the Plan and in the number, class, and exercise price or other
price of shares on which the outstanding awards granted under the Plan are based as it
determines to be necessary or appropriate in order to prevent the enlargement or dilution of
rights under the Plan or under awards granted under the Plan.
(b) The Board shall not take any action under the provisions of paragraph (a) of this
subsection 12.1 with respect to any specific award granted under the Plan to the extent it
determines that such action would otherwise cause such award to become subject to the
requirements of Code Section 409A when such award would not be subject to such
requirements in the absence of such adjustment.
12.2 Adjustments To Correct Errors or Omissions. The Board 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 (or the
provisions of any law which must be met in order for the normal tax consequences of the award to
apply).
13. Procedures For Satisfying Payment and Withholding Requirements.
13.1 Board May Develop Payment/Withholding Procedures. The Board may, in its
discretion, establish procedures governing the exercise of, lapse of restrictions under, and/or payment
of any award granted under the Plan and to compel under such procedures that, to the extent
applicable under such award, any purchase price for Common Shares being obtained under such
award and/or taxes required to be withheld by the terms of such award or under applicable law (with
any such purchase price and/or tax withholding requirements being referred to in this section 13 as the
“payment/withholding requirements”) be paid in full. The Board may provide for different rules as to the
satisfying of the payment/withholding requirements with respect to each type of award granted under
the Plan and even among awards of the same type that are granted under the Plan. The Board’s
procedures applicable to the satisfaction of any payment/withholding requirements that apply to an
award granted under the Plan may, in the discretion of the Board, include commonly accepted
electronic or telephonic notices given via the internet or an interactive voice response system to a third
party broker which is designated by the Board to facilitate and/or administer the exercise, issuance, or
payment of any awards granted under the Plan.
13.2 Default Payment/Withholding Procedures. Unless the Board otherwise prescribes
in the written agreement by which an award is granted under the Plan, any Outside Director to whom
an award under the Plan is granted (or, if applicable, such other person who is exercising the award)
may, in his or her sole discretion, satisfy the payment/withholding requirements that apply to such
award by using any one or more of the following methods or any combination of the following methods:
(a) by making a payment to CBI of an amount in cash (which, for purposes of the Plan,
shall be deemed to include payment in U.S. currency or by certified check, bank draft, cashier’s
check, or money order) equal to the amount of such payment/withholding requirements;
(b) by making a payment to CBI in Common Shares which are previously owned by the
Outside Director (or such other person) and have a fair market value on the date of payment
equal to the amount of such payment/withholding requirements;
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