Cincinnati Bell 2015 Annual Report Download - page 104

15.3 No Right To Employment as Director. Nothing contained in the Plan or any stock
option granted under the Plan shall confer on any Outside Director any right to be continued as a
director of CBI or interfere in any way with the right of CBI to terminate the Outside Director’s service
as a director at any time and in the same manner as though the Plan and any stock options granted
under the Plan were not in effect.
15.4 No Advance Funding of Plan Benefits. The Plan shall not be funded and CBI shall
not be required to segregate any assets to reflect any awards granted under the Plan. Any liability of
CBI to any person with respect to any award granted under the Plan shall be based solely upon the
contractual obligations that apply to such award, and no such liability shall be deemed to be secured
by any pledge of or other lien or encumbrance on any property of CBI.
15.5 No Issuance of Common Shares Unless Securities Laws Permit
Issuance. Notwithstanding any other provision of the Plan to the contrary, in no event shall CBI be
obligated to issue or deliver any Common Shares under the Plan in connection with an award granted
under the Plan unless and until CBI determines that such issuance or delivery will not constitute a
violation of the provisions of any applicable law (or regulation issued under such law) or the rules of
any securities exchange on which Common Shares are listed and will not be subject to restrictions not
generally applicable to Common Shares. In addition, with respect to any Outside Director who is
subject to the requirements of Section 16 of the Exchange Act, transactions under the Plan are
intended to comply with all applicable requirements of Rule 16b-3. To the extent any provision of the
Plan or an award granted under the Plan or action by the Board fails to so comply, it shall be deemed
to be null and void to the extent permitted by law or deemed advisable by the Board.
15.6 Applicable Law. Except to the extent preempted by any applicable Federal law, the
Plan shall be subject to and construed in accordance with the laws of the State of Ohio.
15.7 Counterparts and Headings. The Plan may be executed in any number of
counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the
same instrument, which shall be sufficiently evidenced by any one thereof. Headings used throughout
the Plan are for convenience only and shall not be given legal significance.
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