Cincinnati Bell 2006 Annual Report Download - page 85

(1) The maximum number of Common Shares on which all Share-Based Awards (considered in
the aggregate) granted under the Plan to any Participant during each and any calendar year may be
based, and the maximum number of Common Shares on which all Share-Based Awards of a specific
form listed in section 5 hereof (considered separately from all other forms of Stock-Based Awards
listed in section 5 hereof) granted under the Plan to any Participant during each and any calendar year
may be based, shall be 1,000,000 Common Shares.
(2) The maximum dollar value of all Nonshare-Based Awards granted under the Plan to any
Participant during each and any calendar year shall be $5,000,000.
(b) For purposes of applying the Share-Based Award limits set forth in paragraph (a)(1) of this
subsection 6.2 and for all other purposes of the Plan, the maximum number of Common Shares on which
any Share-Based Award granted to a Participant under the Plan or any portion thereof shall be deemed to be
based shall be the maximum number of Common Shares that ultimately could, in the event any and all
performance goals and other criteria or conditions applicable to the award are met, either be issued or paid
under the award or have their fair market value (or the change in their fair market value over a period of
time) used to determine the amounts payable under the award, regardless of (i) whether or not the actual
payment under such award ends up being based on a lesser number of Common Shares or equal to a
percentage above or below 100% of the fair market value (or the change in the fair market value over a
period of time) of such maximum number of Common Shares, (ii) whether or not any payment made under
such award or portion thereof is made in cash or property other than Common Shares, or (iii) whether or not
the award or portion thereof is forfeited, expires, or in any other manner terminates without the payment of
Common Shares or other compensation.
(c) For purposes of applying the Nonshare-Based Award limits set forth in paragraph (b)(2) of this
subsection 6.2 and for all other purposes of the Plan, the maximum dollar value of any Nonshare-Based
Award granted to a Participant under the Plan or any portion thereof shall be deemed to be the maximum
dollar amount of cash (and/or fair market value, determined at the time of payment, of Common Shares or
other property) that ultimately could, in the event any and all performance goals and other criteria or
conditions applicable to the award are met, be paid to the Participant under the award, regardless of
(i) whether or not the actual payment under such award ends up being a lesser dollar amount of cash (and/or
fair market value, determined at the time of payment, of Common Shares or other property) or (ii) whether
or not the award or portion thereof is forfeited, expires, or in any other manner terminates without the
payment of any compensation.
6.3 Effect of Assumption of Awards in Acquisition. If any corporation is acquired by the Company and
the Company assumes certain stock-based awards previously granted by such acquired corporation or issues new
awards in substitution for such previously-granted awards of the acquired corporation, then, except to the extent
expressly provided by action of the Board, the awards so assumed or issued by the Company shall not be deemed
to be granted under the Plan and any Common Shares that are the basis of such assumed or substituted awards
shall not affect the number of Common Shares that can be issued or paid under the Plan or the number of
Common Shares on which Share-Based Awards granted under the Plan can be based.
7. Stock Option Awards. Any awards granted under the Plan in the form of stock options shall be subject to the
following terms and conditions of this section 7.
7.1 Nature of Stock Option. A stock option means an option to purchase any number of Common Shares,
up to a fixed maximum number of Common Shares, in the future at a fixed price (for purposes of this section 7,
the “Exercise Price”) that applies to the Common Shares to which the purchase relates. Stock options granted
under the Plan to any Participant may be ISOs, stock options that are not ISOs, or both ISOs and stock options
that are not ISOs.
7.2 Terms and Conditions of Stock Option To Be Determined by Committee. Subject to the other
provisions of this section 7 and the other sections of the Plan, the terms and conditions of any stock option
granted under the Plan shall be determined by the Committee. The grant of a stock option shall be evidenced by a
written agreement signed by the Committee or a representative thereof, which agreement shall contain the terms
and conditions of the stock option (as set by the Committee). Any such written agreement shall indicate whether
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Proxy Statement