Cincinnati Bell 2006 Annual Report Download - page 87

8.2 Terms and Conditions of SAR To Be Determined by Committee. Subject to the other provisions of
this section 8 and the other sections of the Plan, all of the terms and conditions of a SAR shall be determined by
the Committee. A SAR granted under the Plan 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 SAR (as set
by the Committee).
8.3 Exercise Price of SAR. Unless otherwise prescribed by the Committee to be higher, the Exercise Price
with respect to any number of Common Shares that are subject to a SAR granted under the Plan shall be 100%
(and may not in any event be less than 100%) of the fair market value of such number of Common Shares
(disregarding lapse restrictions as defined in Regulation 1.83-3(i)) on the date the SAR is granted.
8.4 Expiration of SAR. Unless otherwise prescribed by the Committee, any SAR granted under the Plan
shall be exercisable in whole or in part after but not before the expiration of one year after the date on which it is
granted. Further, a SAR granted under the Plan shall not in any event be exercisable after the expiration of ten
years after the date on which it is granted (or after any earlier expiration date that is otherwise prescribed for the
SAR by the Committee).
8.5 Coordination of SAR and Option. Unless otherwise determined by the Committee, any stock option
as to which a SAR is related shall no longer be exercisable to the extent the SAR has been exercised and the
exercise of a stock option shall cancel any related SAR to the extent of such exercise.
8.6 Procedures for Exercise of SAR.
(a) With respect to each exercise of a SAR granted under the Plan, written notice of the exercise must
be given and any taxes required to be withheld upon the exercise must be paid in full at the time of the
exercise. The procedures for meeting such requirements shall be established under the provisions of section
17 hereof.
(b) As soon as administratively practical after the receipt of the written notice and full payment of
taxes applicable to the exercise of any SAR granted under the Plan in accordance with the procedures
established under the provisions of section 17 hereof, CBI shall pay the amount to which the applicable
Participant (or such other person who is exercising the SAR) is entitled upon the exercise of the SAR in
cash, Common Shares or other property, or a combination thereof, as the Committee shall determine and
provide in the terms of the award. To the extent that payment is made in Common Shares or other property,
the Common Shares or other property shall be valued at its fair market value on the date of exercise of the
SAR.
9. Restricted Stock Awards. Any awards granted under the Plan in the form of restricted stock shall be subject
to the following terms and conditions of this section 9.
9.1 Nature of Restricted Stock.
(a) Restricted stock shall constitute Common Shares that may not be disposed of by the Participant to
whom the restricted stock is granted until certain restrictions established by the Committee lapse. Unless
and except to the extent not required under subsection 19.1 hereof, such restrictions shall include but not
necessarily be limited to restrictions that provide that the Participant must either be an employee of the
Company for a specified continuous period of time of at least three years (or of at least one year if the
restricted stock is subject to the meeting of certain performance goals) or terminate employment with the
Company in special circumstances (such as the Participant’s retirement, disability, or death). In addition, the
Committee may (but is not required to) provide in the terms of the applicable restricted stock award
restrictions related to the meeting of certain performance goals in all or just certain cases (such as in all
cases other than when there occurs a Change in Control or the Participant’s termination of employment with
the Company because of his or her death or disability). Any restrictions that are imposed under a restricted
stock award shall also similarly restrict the ability of the applicable Participant to dispose of other rights
issued with respect to such restricted stock.
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