Cincinnati Bell 2006 Annual Report Download - page 95

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 the Company 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 the Company in Common Shares which are previously owned by the
Participant (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 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;
(d) by having CBI retain an amount of cash that is payable under the award and equal to the amount of
such payment/withholding requirements; and/or
(e) by having the Company retain an amount of cash that is payable under any other compensation
applicable to the Participant (or such other person) and equal to the amount of such payment/withholding
requirements.
17.3 Limitation on Common Shares Used to Meet Payment/Withholding Requirements.
Notwithstanding any other provisions of subsections 17.1 and 17.2 hereof, Common Shares may not be used in
payment by the Participant for satisfying any payment/withholding requirements that apply to an award granted
under the Plan either (i) if the Common Shares being used in payment are being purchased upon exercise of the
applicable award and the award is an ISO or (ii) if the Common Shares being used in payment both were
previously acquired by the Participant through the exercise of a prior ISO and have been held by the Participant
for less than two years from the date of grant of the prior ISO or less than one year from the date of the prior
transfer of such Common Shares to him or her.
17.4 Right of Company To Retain Amount To Meet Payment/Withholding Requirements If
Requirements Are Not Otherwise Met. If any Participant (or other person) who is responsible for satisfying
any payment/withholding requirements that apply to an award granted under the Plan otherwise fails to satisfy
such payment/withholding requirements under the procedures or other rules set forth in the foregoing provisions
of this section 17, the Company shall have the right to retain from such award or the payment thereof (or from
any other amount that is payable as compensation to the Participant or such other person), as appropriate, a
sufficient number of Common Shares or cash otherwise applicable to the award (or otherwise applicable to such
other compensation amount) in order to satisfy such payment/withholding requirements.
18. Amendment or Termination of Plan.
18.1 Right of Board To Amend or Terminate Plan. Subject to the provisions of subsection 1.3(b) hereof
but notwithstanding any other provision hereof to the contrary, the Board may amend or terminate the Plan or
any portion or provision thereof at any time, provided that no such action shall materially impair the rights of a
Participant with respect to a previously granted Plan award without the Participant’s consent. Notwithstanding
the foregoing, the Board may not in any event, without the approval of CBI’s shareholders, adopt an amendment
to the Plan which shall: (i) increase the total number of Common Shares which may be issued during the
existence of the Plan; (ii) increase the total number of Common Shares which may be subject to or issued under
ISOs granted during the existence of the Plan; (iii) change the class of persons eligible to become Participants
under the Plan; or (iv) make any other change in the Plan that is required by applicable law to be approved by
CBI’s shareholders in order to be effective.
18.2 Rules When Shareholder Approval for Amendment Is Required. If approval of CBI’s shareholders
is required to a Plan amendment pursuant to the provisions of subsection 18.1 hereof, then such approval must
comply with all applicable provisions of CBI’s corporate charter, bylaws and regulations, and any applicable
state law prescribing a method and degree of shareholder approval required for issuance of Common Shares. If
the applicable state law fails to prescribe a method and degree in such cases, then such approval must be made by
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Proxy Statement