Cincinnati Bell 2015 Annual Report Download - page 107

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 when issued to the same Participant, and there is no
obligation that the awards made with respect to any CBI Tax Year must contain the same terms and
conditions for all Participants or any group of Participants.
3.4 Board Approval Needed for CEO Awards. Notwithstanding the foregoing provisions
of this section 3, any award set by the Committee for issuance to the Key Employee who is the CEO
must be approved by the Board in order to become effective.
4. Class of Key Employees Eligible for Plan. Awards may be granted under the Plan to, and
only to, Key Employees. As is indicated in section 3 hereof, the specific Key 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.
5.1 CBI Tax Year Awards. Awards may be granted under the Plan at any time while the
Plan is in effect by the Committee to any Key Employee or Key Employees (with any person who, as a
Key Employee, is granted an award under the Plan being referred to herein as a Participant). Any
award granted under the Plan to a Participant shall be made with respect to a specific CBI Tax Year
(for all purposes of the Plan, the award’s “Award Year”) and shall be composed of one or more parts.
No more than one award may be granted to a Participant under the Plan with respect to any CBI Tax
Year. Also, the grant of any award under the Plan to a Participant with respect to any CBI Tax Year
shall not entitle the Participant to an award for any subsequent CBI Tax Year.
5.2 Award Parts and Payment of Award Amount.
(a) As is indicated in subsection 5.1 hereof, any award granted under the Plan to a
Participant shall be composed of one or more parts. Each part of an award granted under the
Plan to a Participant shall be referred to herein, for all purposes of the Plan, as an “award part”
and shall, subject to the following subsections of this section 5 and the provisions of section 8
hereof, provide for an amount to be paid to the Participant if and only if either Company
performance goals or individual performance goals are determined to have been met in
accordance with rules described in the following subsections of this section 5 and in sections 6
and 7 hereof.
(b) Further, subject to the following subsections of this section 5 and the provisions of
section 8 hereof, the total amount to be paid by reason of any award granted to a Participant
under the Plan shall equal the sum of the amounts, if any, payable under each award part of
the award and shall be paid in a lump sum, in cash, to the Participant after the end of the
award’s Award Year but no later than the 15th day of the third month of the CBI Tax Year that
next follows the award’s Award Year.
5.3 Determination of Amount Payable under Award.
(a) Any award granted under the Plan to a Participant shall indicate a target payment
amount (for all purposes of the Plan, the award’s “Target”) and assign a percent of the award’s
Target to each award part of the award (with the percent of the award’s Target so assigned to
any such award part being referred to herein, for all purposes of the Plan, as such award part’s
Target Share”).
(b) Subject to the other provisions of this section 5, the amount payable under an award
that relates to any award part of the award shall be equal to such award part’s Target Share if
certain (or a certain level) of the Company performance goals or the individual performance
goals (as the case may be) applicable to the award part are determined to be met and may
also specify a payment amount more or less than such Target Share if additional or fewer (or if
a higher or lower level) of the performance goals applicable to the award part are determined to
be met.
APP-II-3
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