Cincinnati Bell 2006 Annual Report Download - page 89

conditions otherwise imposed under the award are waived in whole or in part 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).
(b) Any share-based performance unit that is granted to a Participant constitutes a right that the
Participant will receive an amount that is equal to a percent, not more than 200%, of the fair market value of
a number of Common Shares, up to a fixed maximum number of Common Shares, on the date such amount
becomes payable under the terms of the unit (or is equal to a percent, not more than 200%, of the increase in
the fair market value of a number of Common Shares, up to a fixed maximum number of Common Shares,
from the date of the grant of the unit to the date such amount becomes payable under the terms of the unit) if
and when certain conditions are met. Such conditions shall include but not necessarily be limited to:
(i) unless and except to the extent not required under subsection 19.1 hereof, conditions that require that the
Participant must either be an employee of the Company for a specified continuous period of time of at least
one year or terminate employment with the Company in special circumstances (such as the Participant’s
retirement, disability, or death); and (ii) conditions related to the meeting of certain performance goals
(except that the Committee may provide in the terms of the applicable share-based performance unit award
that the performance goal conditions otherwise imposed under the award are waived in whole or in part
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).
(c) Any nonshare-based performance unit that is granted to a Participant constitutes a right that the
Participant will receive an amount that is equal to a dollar value, not more than a maximum dollar value, if
and when certain conditions are met. Such conditions shall include but not necessarily be limited to:
(i) unless and except to the extent not required under subsection 19.1 hereof, conditions that require that the
Participant must either be an employee of the Company for a specified continuous period of time of at least
one year or terminate employment with the Company in special circumstances (such as the Participant’s
retirement, disability, or death); and (ii) conditions related to the meeting of certain performance goals
(except that the Committee may provide in the terms of the applicable nonshare-based performance unit
award that the performance goal conditions otherwise imposed under the award are waived in whole or in
part 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).
(d) Any performance share, share-based performance unit, and/or nonshare-based performance unit
award may provide that the satisfaction of certain but not all (or a certain level but not the highest level) of
any of the required employment period conditions, performance goal conditions, and/or other conditions
applicable to such award will permit the Participant to receive a percentage (that is reasonably related to the
percentage of all or the highest level of the applicable conditions imposed under the entire award that have
been satisfied), but not the maximum amount, of the Common Shares or the dollar-denominated amounts
that would be payable under such award if all (or the highest level) of the conditions applicable to such
award had been met.
10.2 Terms and Conditions of Performance Award To Be Determined by Committee. Subject to the
other provisions of this section 10 and the other sections of the Plan, all of the restrictions and other terms and
conditions that apply to any Performance Award issued under the Plan shall be determined by the Committee.
The grant of any Performance Award under the Plan shall be evidenced by a written agreement signed by the
Committee or a representative thereof, which agreement shall contain the restrictions and other terms and
conditions of the Performance Award (as set by the Committee).
10.3 Procedures for Payment of Performance Award and of Applicable Taxes.
(a) Any taxes required to be withheld upon a Participant becoming entitled to the payment of any
Performance Award granted under the Plan (by reason of any of the award’s performance goals and/or other
conditions being met) must be paid in full at the time such performance goals and/or other conditions are met.
The procedures for meeting such requirements shall be established under the provisions of section 17 hereof.
(b) As soon as administratively practical after the full payment of taxes applicable to the Performance
Award granted under the Plan in accordance with the procedures established under the provisions of section 17
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