Cincinnati Bell 2015 Annual Report Download - page 103

(c) by having CBI retain Common Shares which are otherwise being purchased, issued, or
paid under the award and have a fair market value on the date of payment equal to the amount
of such payment/withholding requirements; and/or
(d) by having CBI retain an amount of cash that is payable under any other compensation
applicable to the Outside Director (or such other person) and equal to the amount of such
payment/withholding requirements.
13.3 Right of CBI To Retain Amount To Meet Payment/Withholding Requirements If
Requirements Are Not Otherwise Met. If any Outside Director (or other person) who is responsible
for satisfying any payment/withholding requirements that apply to an award granted under the Plan
otherwise fails to satisfy such payment/withholding requirements under the procedures or other rules
set forth in the foregoing provisions of this section 13, CBI shall have the right to retain from such
award or the payment thereof (or from any other amount that is payable as compensation to the
Outside Director or such other person), as appropriate, a sufficient number of Common Shares or cash
otherwise applicable to the award (or otherwise applicable to such other compensation amount) in
order to satisfy such payment/withholding requirements.
14. Amendment or Termination of Plan.
14.1 Right of Board To Amend or Terminate Plan. Subject to the provisions of
paragraph (b) of subsection 1.3 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 an Outside Director with respect to a previously
granted Plan award without the Outside Director’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: (i) increase the total number of Common Shares which may be issued or paid during the
existence of the Plan; (ii) change the class of persons eligible to receive awards under the Plan; or (iii)
make any other change in the Plan that is required by applicable law to be approved by CBI’s
shareholders in order to be effective.
14.2 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 14.1
hereof, then such approval must comply with all applicable provisions of CBI’s corporate charter,
bylaws and regulations, and any applicable state law prescribing a method and degree of shareholder
approval required for issuance of Common Shares. 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.
15. Miscellaneous.
15.1 Section 83(b) Election. An Outside Director may, with respect to any award granted
to him or her under the Plan with respect to which an election could be made under Section 83(b) of
the Code (generally to include in his or her gross income for Federal income tax purposes in the year
the award is transferred to him or her the amounts specified in such Code section), make such election
provided that (i) the terms and conditions of such award fail to prohibit the Outside Director making
such election and (ii) the Outside Director provides written notice to the Committee of such election
within ten days after he or she has filed a written notice of such election with the Internal Revenue
Service (as well as meeting all other notice and additional requirements for such election that are
required by Section 83(b) of the Code).
15.2 Prohibition on Reduction of Exercise Price. Subject to the provisions of subsection
12.1 hereof but notwithstanding any other provision of the Plan, in no event shall the exercise price
applicable to a stock option award granted under the Plan be reduced, directly or indirectly, by an
amendment to the award, by the cancellation of the award and the granting of a new award, or by any
other means unless such reduction is approved by CBI’s shareholders (with such approval meeting the
same conditions as are described in subsection 14.2 hereof as to the approval of a Plan amendment).
APP-I-11
Proxy Statement