Cincinnati Bell 2015 Annual Report Download - page 99

distribution). Such distribution shall be made on a date that is within the 60 day period
that begins on the earliest of (i) the date of the Outside Director’s death, (ii) the date on
which the Outside Director becomes disabled, or (iii) the first annual anniversary of the
date on which the restricted stock unit award is granted, with the specific date within such
60 consecutive day period on which such distribution will be made being chosen by the
Board in its discretion.
(b) Any taxes required to be withheld upon an Outside Director (or the
executor, administrator, or other personal representative of his or her estate) becoming
entitled to the distribution of any Common Shares in connection with restricted stock units
awarded to the Outside Director under a restricted stock unit award granted under the
Plan must be paid in full at the time of such distribution. The procedures for meeting such
requirements shall be established under the provisions of section 13 hereof.
8A.4 Forfeiture of Restricted Stock Units. If any vesting conditions required to be met
before any payment can be made with respect to any restricted stock units awarded to an Outside
Director under a restricted stock unit award granted pursuant to the Plan are not satisfied in
accordance with the terms of this Plan, such restricted stock units shall be forfeited by the Outside
Director and neither he or she, his or her estate, or any other person attempting to claim rights under
the Plan through the Outside Director shall have any rights to Common Shares or other amounts by
reason of such forfeited restricted stock units.
9. Fair Market Value of Common Shares. For purposes of the Plan, the fair market value of a
Common Share on any date (for purposes of this section 9, the “subject date”) shall be deemed to be the
closing price of a Common Share on the New York Stock Exchange on the subject date (or, if no trading in
any stocks occurred at all on such exchange on the subject date, on the next subsequent date on which
trading of stocks occurred on such exchange). Notwithstanding the foregoing, if Common Shares are not
listed or traded at all on the New York Stock Exchange on the date as of which a Common Share’s fair
market value for the subject date is to be determined under the terms of the immediately preceding
sentence, then the fair market value of a Common Share on the subject date shall be determined by the
Board in good faith pursuant to methods and procedures established by the Board.
10. Nonassignability of Awards. Except as may be required by applicable law, no award
granted under the Plan to an Outside Director may be assigned, transferred, pledged, or otherwise
encumbered by the Outside Director otherwise than by will, by designation of a beneficiary to take
effect after the Outside Director’s death, or by the laws of descent and distribution. Each stock option
award shall be exercisable during the Outside Director’s lifetime only by the Outside Director (or, if
permissible under applicable law, by the Outside Director’s guardian or legal
representative). Notwithstanding the foregoing provisions of this section 10, the Board may, in its
discretion, permit transfers of stock option awards by gift or otherwise, subject to such terms and
conditions as the Board may prescribe.
11. Provisions Upon Change in Control.
11.1 Effect of Change in Control on Awards. In the event a Change in Control occurs on
or after the Effective Date, then, notwithstanding any other provision of the Plan and unless otherwise
prescribed by the Board in the terms of an applicable award:
(a) all outstanding stock options granted under the Plan to an Outside Director shall
immediately become exercisable in full upon the date of the Change in Control;
(b) the restrictions still then in force and applicable to any Common Shares awarded as
restricted stock under the Plan to an Outside Director shall immediately lapse upon the date of
the Change in Control; and
(c) the vesting conditions that are required to be met before the Outside Director vests in
all of the restricted stock units that have been awarded to an Outside Director under a
restricted stock unit award under which no restricted stock units have previously become
vested or forfeited shall immediately be deemed satisfied upon the date of the Change in
APP-I-7
Proxy Statement