Cincinnati Bell 2015 Annual Report Download - page 93

Appendix I
CINCINNATI BELL INC.
2007 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(As adopted and originally effective as of May 3, 2007)
(As amended and effective on May 1, 2012, as subsequently amended, and as further amended and
effective upon shareholder approval on April 29, 2016)
1. Introduction to Plan.
1.1 Name and Sponsor of Plan. The name of this Plan is the Cincinnati Bell Inc. 2007
Stock Option Plan for Non-Employee Directors, and its sponsor is CBI.
1.2 Purposes of Plan. The purposes of this Plan are (i) to attract and retain the services of
experienced and knowledgeable persons to serve as independent directors of CBI for the benefit of
CBI and its shareholders and (ii) to provide additional incentive for such directors to continue to work
for the best interests of CBI and its shareholders.
1.3 Effective Date and Duration of Plan.
(a) The Plan is effective as of the Effective Date (May 3, 2007), subject to the Plan’s
approval by a majority of the voting shares present or represented and entitled to vote on the
Plan at the 2007 annual meeting of CBI’s shareholders.
(b) The Plan shall remain in effect thereafter until the earliest of (i) the date on which the
Plan is terminated in accordance with section 14 hereof, (ii) the date on which the maximum
number of Common Shares which may be issued or paid under or with respect to all of the
awards granted under the Plan during the Plan’s entire existence (as determined under the
other provisions of the Plan) have been issued or paid, or (iii) May 2, 2017. Upon the
termination of the Plan, no awards may be granted under the Plan after the date of such
termination but any award granted under the Plan on or prior to the date of such termination
shall remain outstanding in accordance with the terms of the Plan and the terms of the award.
2. General Definitions. For all purposes of the Plan, the following terms shall have the meanings
indicated below when used in the Plan, unless the context clearly indicates otherwise.
2.1 “Board” means the Board of Directors of CBI.
2.2 “CBI” means Cincinnati Bell Inc. (and, except for purposes of determining whether a
Change in Control has occurred, any legal successor to Cincinnati Bell Inc. that results from a merger
or similar transaction).
2.3 “Change in Control” means the occurrence of any of the events described in subsection
11.3 hereof.
2.4 “Code” means the Internal Revenue Code of 1986, as it exists as of the Effective Date
and as it may thereafter be amended. A reference to a specific section of the Code shall be deemed to
be a reference both (i) to the provisions of such section as it exists as of the Effective Date and as it is
subsequently amended, renumbered, or superseded (by future legislation) and (ii) to the provisions of
any government regulation that is issued under such section as of the Effective Date or as of a later
date.
2.5 “Common Shares” means common shares, par value $0.01 per share, of CBI.
2.6 “Company” means, collectively, (i) CBI, (ii) each other corporation that is part of a
controlled group of corporations (within the meaning of Section 1563(a) of the Code, but determined
without regard to Code Section 1563(a)(4) and (e)(3)(C)) that includes CBI, and (iii) each other
APP-I-1
Proxy Statement