Cincinnati Bell 2015 Annual Report Download - page 108

(c) In no event may the amount payable by reason of any award part of an award granted
under the Plan exceed 200% of the award part’s Target Share, and in no event may the total
amount payable under any award (including all of its award parts) exceed $3,000,000.
5.4 Discretion To Reduce Award Amount.
(a) Notwithstanding the foregoing subsections of this section 5 and with respect to any
award granted under the Plan to a Participant, the Committee (or, when the award was granted
to the CEO, the Board) may, prior to any payment being made under the award and in its sole
and unrestricted discretion and for any reason (including its determination of the Participant’s
performance of his or her duties for the Company), reduce the amount that is otherwise
payable under the award by reason of any award part of the award that determines an amount
payable based on satisfaction of Company performance goals.
(b) The Committee (or, when the applicable award is granted to the CEO, the Board) may
set, in the terms of an award granted under the Plan to a Participant, a limit on the reduction
that can be made under this subsection 5.4 to the amount otherwise payable under the award
by reason of any award part that determines an amount payable based on satisfaction of
Company performance goals.
(c) The discretion granted the Committee (or, if applicable, the Board) under this subsection
5.4 shall not in any manner allow it to increase the amount that would otherwise be payable
under any award granted under the Plan by reason of any award part that determines an
amount payable based on satisfaction of Company performance goals.
5.5 Effect on Award Amount of Mid-Year Eligibility, Retirement, Death, Disability, or
Leave of Absence. Notwithstanding the foregoing subsections of this section 5, if a situation that is
described in any of the following paragraphs of this subsection 5.5 applies to a Participant to whom an
award is granted under the Plan, then the amount that is payable under the award shall be deemed to
be equal to the product obtained by multiplying (i) the amount that would otherwise be payable under
the award based on all of the foregoing subsections of this section 5 (without regard to the provisions
of this subsection 5.5) by (ii) a fraction, the numerator of which is equal to the difference between the
total number of days in the award’s Award Year and the number of days that are to be excluded from
such fraction’s numerator pursuant to whichever of the following paragraphs of this subsection 5.5 are
applicable to the Participant and the denominator of which is the total number of days in such Award
Year.
(a) If the Participant becomes a Key Employee during but after the first day of the award’s
Award Year, and/or if the Participant ceases to be a Key Employee during but prior to the last
day of the award’s Award Year because of his or her retirement or death, then the numerator of
the fraction referred to above shall exclude the number of the days in such Award Year on
which the Participant is not a Key Employee. For all purposes of the Plan, a Participant’s
“retirement” shall be deemed to have occurred only if the Participant ceases to be an employee
of the Company after either (i) both attaining age 60 and completing at least ten years of
continuous service as an employee with the Company or (ii) completing at least 30 years of
continuous service as an employee with the Company.
(b) If the Participant receives disability benefits under the Company’s Sickness and
Accident Disability Benefits Plan or any similar type of disability plan for more than three
months of the award’s Award Year, the numerator of the fraction referred to above shall
exclude the number of the days in the period of such Award Year for which benefits are
payable to the Participant under such plan.
(c) If the Participant is on a leave of absence (approved by the Company) for more than
three months of the award’s Award Year, the numerator of the fraction referred to above shall
exclude the number of the days in such Award Year on which the Participant is on such leave
of absence.
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