Cincinnati Bell 2015 Annual Report Download - page 109

5.6 Employment Requirements for Receipt of Award Amount. Notwithstanding the
foregoing subsections of this section 5, a Participant to whom an award has been granted under the
Plan shall not in any event be entitled to receive any amount by reason of the award unless he or she
both:
(a) either (i) is an employee of the Company on the last day of the award’s Award Year or
(ii) had his or her employment with the Company end during such Award Year because of his
or her disability (for which the Participant will be entitled to receive or has received disability
benefits under the Company’s Sickness and Accident Disability Benefits Plan or any similar
type of disability plan), his or her retirement (as defined in subsection 5.5(a) hereof), or his or
her death; and
(b) has had at least three months of active service for the Company during the award’s
Award Year (not including any time the Participant was absent from active service during such
Award Year by reason of any leave of absence or for any other reason, including an absence
on account of disability).
5.7 Maximum Amount of Award. As is noted in subsection 5.3(c) hereof and
notwithstanding any other provision of the Plan to the contrary, the amount to be received by a
Participant by reason of any award that is granted to the Participant under the Plan with respect to any
CBI Tax Year shall not in any event exceed $3,000,000.
5.8 Award Agreements. Each award granted under the Plan to a Participant (and the
terms of such award) may be evidenced in such manner as the Committee determines, including but
not limited to written resolutions of the Committee or an agreement, notice, or similar document that is
provided in any manner to the Participant.
6. Company Performance Goals.
6.1 Criteria for Company Performance Goals. To the extent the meeting of “Company
performance goals” set by the Committee may be a condition to an amount being determined with
respect to an award part of an award granted under the Plan, the Committee may base such Company
performance goals on, and only on, one or more of the following criteria applicable to the Company:
(a) free cash flow (defined as cash generated by operating activities, minus capital
expenditures and other investing activities, dividend payments and proceeds from the issuance
of equity securities, and proceeds from the sale of assets);
(b) earnings before interest, taxes, depreciation, and amortization;
(c) earnings per share;
(d) operating income;
(e) total shareholder returns;
(f) profit targets;
(g) revenue targets;
(h) profitability targets as measured by return ratios;
(i) net income;
(j) return on sales;
(k) return on assets;
(l) return on equity; and
(m) corporate performance indicators (indices based on the level of certain services
provided to customers).
APP-II-5
Proxy Statement