Cincinnati Bell 2006 Annual Report Download - page 96

a method and degree that would be treated as adequate under applicable state law in the case of an action
requiring shareholder approval of an amendment to the Plan.
19. Miscellaneous.
19.1 Exception to Service Vesting Requirements Under Certain Awards. Notwithstanding any other
provision of subsections 9.1(a), 10.1(a), (b), and (c), and 11.1 hereof but subject to all other limits and provisions
of the Plan, up to but not in excess of 400,000 Common Shares (in the aggregate) may be issued or paid (i) under
awards of restricted stock, performance shares, share-based performance units, and/or nonshare-based
performance units that do not impose the restrictions or conditions set forth in subsections 9.1(a) and 10.1(a), (b),
and (c) that otherwise would require (for the applicable Participant to receive, or retain without forfeiting, the
compensation reflected by the award) that the Participant must either be an employee of the Company for a
specified continuous period of time or terminate employment with the Company in special circumstances and
(ii) under awards of non-restricted stock.
19.2 Section 83(b) Election. A Participant may, with respect to any award granted to him or her under the
Plan with respect to which an election could be made under Section 83(b) of the Code (generally to include in his
or her gross income for Federal income tax purposes in the year the award is transferred to him or her the
amounts specified in such Code section), make such election provided that (i) the terms and conditions of such
award fail to prohibit the Participant making such election and (ii) the Participant provides written notice to the
Committee of such election, and satisfies any tax withholding requirements that are then applicable to the award
because of his or her election under Code Section 83(b), within ten days after he or she has filed a written notice
of such election with the Internal Revenue Service (as well as meeting all other notice and additional
requirements for such election that are required by Section 83(b) of the Code).
19.3 Deferrals of Award Payments. The Committee may, in its discretion and if performed in accordance
with the terms and conditions of an award granted under the Plan or under any plan maintained by CBI, permit
Participants to elect to defer the payment otherwise required under all or part of any award granted under the
Plan. Such deferral shall not be permitted by the Committee unless such deferral meets all of the conditions of
Section 409A of the Code.
19.4 Prohibition on Reduction of Exercise Price. Subject to the provisions of subsection 16.1 hereof but
notwithstanding any other provision of the Plan, in no event shall the exercise or other similar price applicable to
an award granted under the Plan, including a stock option or a stock appreciation right granted under the Plan, be
reduced, directly or indirectly, by an amendment to the award, by the cancellation of the award and the granting
of a new award, or by any other means unless such reduction is approved by CBI’s shareholders (with such
approval meeting the same conditions as are described in subsection 18.2 hereof as to the approval of a Plan
amendment).
19.5 No Right To Employment. Nothing contained in the Plan or any award granted under the Plan shall
confer on any Participant any right to be continued in the employment of the Company or interfere in any way
with the right of the Company to terminate the Participant’s employment at any time and in the same manner as
though the Plan and any awards granted under the Plan were not in effect.
19.6 No Advance Funding of Plan Benefits. All payments required to be made under awards granted
under the Plan shall be made by the Company out of its general assets. In this regard, the Plan shall not be funded
and the Company shall not be required to segregate any assets to reflect any awards granted under the Plan. Any
liability of the Company to any person with respect to any award granted under the Plan shall be based solely
upon the contractual obligations that apply to such award, and no such liability shall be deemed to be secured by
any pledge of or other lien or encumbrance on any property of the Company.
19.7 Plan Benefits Generally Not Part of Compensation for Other Company Benefit Plans. Any
payments or other benefits provided to a Participant with respect to an award granted under the Plan shall not be
deemed a part of the Participant’s compensation for purposes of any termination or severance pay plan, or any
other pension, profit sharing, or other benefit plan, of the Company unless such plan expressly or clearly
indicates that the payments or other benefits provided under an award granted under the Plan shall be considered
part of the Participant’s compensation for purposes of such plan or unless applicable law otherwise requires.
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