Cincinnati Bell 2006 Annual Report Download - page 37

(h) As an exception to the rules noted in paragraphs (c) through (g) of this section 3, up to but not in excess of
400,000 common shares (in the aggregate) may be issued or paid under any of the following types of awards
granted under the 2007 Long Term Plan during its entire existence: (i) non-restricted stock awards; and
(ii) restricted stock, performance share, share-based performance unit, and nonshare-based performance unit awards
that fail to require the employees to whom such awards are granted to have to be employed by the Employer for any
specified period of time otherwise required for such awards and described in the paragraphs above or to have their
employment with the Employer end in any special circumstances (in order for such employees to receive, or retain
without forfeiting, the maximum or any amount of compensation reflected by the awards).
4. Common Shares Reserved for Awards and Other Award Limits. Subject to adjustment in the case of
certain changes in the capital structure of the Company, the following limits apply to the number of common
shares that may be issued or paid under or with respect to awards granted under the 2007 Long Term Plan:
(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
8,000,000 common shares.
(b) The maximum number of common shares which may be issued or paid under or with respect to all stock
options and SARs (considered in the aggregate but separately from all other forms of awards) granted under the
plan during the plan’s entire existence shall be equal to 8,000,000 common shares.
(c) The maximum number of common shares which may be issued or paid under or with respect to all ISOs
(considered in the aggregate but separately from all other types of stock options and other forms of awards)
granted under the plan during the plan’s entire existence shall be equal to 2,000,000 common shares.
(d) The maximum number of common shares which may be issued or paid under or with respect to all
restricted stock, performance share, share-based performance unit, nonshare-based performance unit, and
non-restricted stock awards (considered in the aggregate but separately from all other forms of awards) granted
under the plan during the plan’s entire existence shall be equal to 2,400,000 common shares.
If any portion of a SAR is settled (paid) upon the exercise of such SAR portion by the issuance or payment
of common shares, the total number of common shares on which such SAR portion was based shall be counted as
common shares issued or paid under the 2007 Long Term Plan for purposes of the foregoing limits, regardless of
the number of common shares actually issued or paid to settle such SAR portion upon its exercise.
Also, if any award or portion of any award is forfeited, expires, or otherwise terminates without the payment
of common shares or any other amount, the maximum number of common shares on which such award or portion
of an award was based or which could have been paid under the award shall again be available to be issued or
paid under the 2007 Long Term Plan and to be the basis on which other awards may be granted under the plan.
As a result, they shall not be counted as common shares that were issued or paid under the plan in determining
whether any of the foregoing limits are violated.
Further, any common shares that would be issued or paid under an award but are withheld in payment of
any purchase price or tax withholding requirements shall not again be deemed to be available to be issued or paid
under the 2007 Long Term Plan or to be the basis on which other awards may be granted under the plan and thus
shall be counted as common shares that were issued or paid under the plan in determining whether any of the
foregoing limits are violated.
In addition to the foregoing limits and subject to adjustment in the case of certain changes in the capital
structure of the Company, the limits set forth below apply in determining the maximum number of common
shares or maximum amount of compensation that may ultimately be payable under any awards granted under the
2007 Long Term Plan to any employee during any one calendar year:
(a) The maximum number of common shares on which all stock option, SAR, restricted stock, performance
share, share-based performance unit, and non-restricted stock awards (considered in the aggregate) granted under
the plan to any employee during each and any calendar year may be based (that is, the maximum number of
common shares that can be issued or paid under such awards or have their fair market value or increase in fair
market value over a period used to determine the amount of payments under such awards) shall be 1,000,000
common shares.
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Proxy Statement