Cincinnati Bell 2015 Annual Report Download - page 98

(a) The vesting conditions that apply to the restricted stock units that
are awarded under a restricted stock unit award granted to an Outside Director pursuant
to the Plan shall require, subject to the other sections and subsections of the Plan
(including section 11 hereof that concerns the effect of a Change in Control on awards
granted under the Plan), either:
(1) that the Outside Director must continuously be a CBI director
from the date on which the restricted stock award is granted until the first annual
anniversary of the date on which the award is granted (or, if earlier and if the first annual
meeting of CBI shareholders after the date on which the restricted stock unit award is
granted occurs before but no more than two weeks before the first annual anniversary of
the date on which the restricted stock unit award is granted, until such first annual
meeting of CBI shareholders), in which case the Outside Director shall be vested in all of
the restricted stock units included in such restricted stock unit award; or
(2) that the Outside Director must, while still a CBI director and
prior to the date he or she becomes vested in all of the restricted stock units included in
such restricted stock unit award under paragraph (a)(1) of this subsection 8A.1, either die
or become disabled, in which case the Outside Director shall be vested in a number of
restricted stock units (rounded up to the nearest whole unit) that bears the same ratio to
the total number of the restricted stock units included in such restricted stock unit award
as the number of days in the period that begins on the date on which the award is
granted and ends on the earlier of his or her death or becoming disabled bears to the
number of days in the period that begins on date on which the award is granted and ends
on the first annual anniversary of the date on which the award is granted.
(b) For purposes of this subsection 8A.1, an Outside Director shall be
deemed to be “disabled” and to have a “disability” if he or she is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months. The Outside Director’s disability must
be determined by the Board, which determination shall be based on medical evidence
provided to it by the Outside Director or obtained by the Board on its own initiative and
which in either case is deemed reasonable, satisfactory, and credible by the Board.
Further, if an Outside Director fails to reasonably cooperate with the Board’s attempt to
determine whether he or she is disabled, then, notwithstanding any other evidence of
disability that exists, the Board shall have the right to determine that no condition of
disability exists as to the Outside Director.
8A.2 Terms and Conditions of Restricted Stock Units To Be Determined by Board. The
terms and conditions that apply to any restricted stock units awarded under the Plan shall be
consistent with the other provisions of this section 8A and the other sections of the Plan and shall, to
the extent such other provisions do not require a specific term or condition, be determined by the
Board. The grant of any restricted stock unit award under the Plan shall be evidenced by a written
agreement signed by the Board or a representative thereof, which agreement shall contain the vesting
conditions and other terms and conditions of the restricted stock units (as set by the other provisions of
this section 8A and the other sections of the Plan or, if applicable, by the Board).
8A.3 Procedures for Payment of Restricted Stock Units and of Applicable Taxes.
(a) If an Outside Director becomes vested in any restricted stock units
that are awarded under a restricted stock unit award granted to him or her pursuant to the
Plan, then CBI shall distribute to the Outside Director (or, in the event of his or her death
before the payment, the executor, administrator, or other personal representative of his or
her estate) a number of Common Shares equal to the number of such restricted stock
units in which he or she so becomes vested (but subject to the tax withholding
requirements of paragraph (b) of this subsection 8A.3 being satisfied at the time of such
APP-I-6