Cincinnati Bell 2006 Annual Report Download - page 103

(c) The Board shall (i) exercise its discretion when changing the number of Common Shares to be
subject to any stock option award granted to any Outside Director under the provisions of paragraph (a) or
(b) of this subsection 5.2 (to a number of Common Shares that is above or below the number of Common
Shares that are otherwise prescribed for such stock option award under the provisions of such paragraph
(a) or (b)), and (ii) exercise its discretion when issuing any restricted stock award under the provisions of
paragraph (a) or (b) of this subsection 5.2, with the intent that such awards, together with other
compensation that is either paid in the form of Common Shares or has its value determined in relation to the
value of Common Shares (such awards and such other compensation referred to in this paragraph (c) as
“equity-based compensation”) and taking into account the fair market value of a Common Share when
granting or providing such equity-based compensation, provide equity-based compensation for the Outside
Directors that each year is approximately equal to the median level of the value of equity-based
compensation provided by a group of comparable peer group companies to their non-employee directors.
(d) Any Common Shares that are to be issued or paid under any award granted under the Plan may
consist, in whole or in part, of Common Shares that are authorized but unissued or Common Shares that are
treasury shares.
6. Limits on Shares Subject to Plan Awards.
6.1 Common Share Limit. Subject to the following provisions of this subsection 6.1 and the provisions of
subsections 6.2 and 12.1 hereof, the following limits set forth in paragraphs (a) through (c) of this subsection 6.1
(which generally involve the maximum number of Common Shares that may be issued or paid under the Plan and
its various types of awards during the Plan’s entire existence) shall apply to the grant of awards under the Plan.
No award may be granted under the Plan to the extent it would cause any of the following limits to be violated.
(a) The maximum number of Common Shares which may be issued or paid under or with respect to all
of the awards (considered in the aggregate) granted under the Plan during the Plan’s entire existence shall be
equal to 1,000,000 Common Shares.
(b) The maximum number of Common Shares which may be issued or paid under or with respect to all
stock options (considered in the aggregate but separately from all restricted stock forms of awards) granted
under the Plan during the Plan’s entire existence shall be equal to 1,000,000 Common Shares.
(c) The maximum number of Common Shares which may be issued or paid under or with respect to all
restricted stock (considered in the aggregate but separately from all stock option forms of awards) granted
under the Plan during the Plan’s entire existence shall be equal to 300,000 Common Shares.
6.2 Rules For Applying Award Limits. For purposes of applying the award limits set forth in subsection
6.1 hereof and for all other purposes of the Plan, the following provisions of this subsection 6.2 shall apply.
(a) If any award or portion thereof granted under the Plan is forfeited, expires, or in any other manner
terminates without the payment of Common Shares or any other amount or consideration, the number of
Common Shares on which such award or portion of an award was based (i) shall again be available to be
issued or paid under the Plan and to be the basis on which other awards may be granted under the Plan and
(ii) thus shall not be counted as Common Shares that were issued or paid under the Plan in determining
whether any of the limits set forth in subsection 6.1 hereof are met.
(b) Any Common Shares that would be issued or paid under an award granted under the Plan but are
withheld in payment of any exercise price, purchase price, or tax withholding requirements (in accordance
with the provisions of section 13 hereof) (i) shall not again be deemed to be available to be issued or paid
under the Plan or to be the basis on which other awards may be granted under the Plan and (ii) thus shall be
counted as Common Shares that were issued or paid under the Plan in determining whether any of the limits
set forth in subsection 6.1 hereof are met.
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