Cincinnati Bell 2006 Annual Report Download - page 108

12. Adjustments.
12.1 Adjustments for Stock Dividends, Stock Splits, and Other Corporate Transactions.
(a) In the event of any change affecting the Common Shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares, or other corporate change,
or any distributions to common shareholders other than cash dividends, then, subject to the provisions of
paragraph (b) of this subsection 12.1, the Board shall make such substitution or adjustment in the aggregate
number or class of shares which may be distributed under the Plan and in the number, class, and exercise price or
other price of shares on which the outstanding awards granted under the Plan are based as it determines to be
necessary or appropriate in order to prevent the enlargement or dilution of rights under the Plan or under awards
granted under the Plan.
(b) The Board shall not take any action under the provisions of paragraph (a) of this subsection 12.1 with
respect to any specific award granted under the Plan to the extent it determines that such action would otherwise
cause such award to become subject to the requirements of Code Section 409A when such award would not be
subject to such requirements in the absence of such adjustment.
12.2 Adjustments To Correct Errors or Omissions. The Board shall be authorized to correct any defect,
supply any omission, or reconcile any inconsistency in the Plan or any award granted under the Plan in the
manner and to the extent it shall determine is needed to reflect the intended provisions of the Plan or that award
or to meet any law that is applicable to the Plan (or the provisions of any law which must be met in order for the
normal tax consequences of the award to apply).
13. Procedures For Satisfying Payment and Withholding Requirements.
13.1 Board May Develop Payment/Withholding Procedures. The Board may, in its discretion, establish
procedures governing the exercise of, lapse of restrictions under, and/or payment of any award granted under the
Plan and to compel under such procedures that, to the extent applicable under such award, any purchase price for
Common Shares being obtained under such award and/or taxes required to be withheld by the terms of such
award or under applicable law (with any such purchase price and/or tax withholding requirements being referred
to in this section 13 as the “payment/withholding requirements”) be paid in full. The Board may provide for
different rules as to the satisfying of the payment/withholding requirements with respect to each type of award
granted under the Plan and even among awards of the same type that are granted under the Plan. The Board’s
procedures applicable to the satisfaction of any payment/withholding requirements that apply to an award granted
under the Plan may, in the discretion of the Board, include commonly accepted electronic or telephonic notices
given via the internet or an interactive voice response system to a third party broker which is designated by the
Board to facilitate and/or administer the exercise, issuance, or payment of any awards granted under the Plan.
13.2 Default Payment/Withholding Procedures. Unless the Board otherwise prescribes in the written
agreement by which an award is granted under the Plan, any Outside Director to whom an award under the Plan
is granted (or, if applicable, such other person who is exercising the award) may, in his or her sole discretion,
satisfy the payment/withholding requirements that apply to such award by using any one or more of the following
methods or any combination of the following methods:
(a) by making a payment to CBI of an amount in cash (which, for purposes of the Plan, shall be
deemed to include payment in U.S. currency or by certified check, bank draft, cashier’s check, or money
order) equal to the amount of such payment/withholding requirements;
(b) by making a payment to CBI in Common Shares which are previously owned by the Outside
Director (or such other person) and have a fair market value on the date of payment equal to the amount of
such payment/withholding requirements;
(c) by having CBI retain Common Shares which are otherwise being purchased, issued, or paid under
the award and have a fair market value on the date of payment equal to the amount of such payment/
withholding requirements; and/or
(d) by having CBI retain an amount of cash that is payable under any other compensation applicable to
the Outside Director (or such other person) and equal to the amount of such payment/withholding
requirements.
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