Cincinnati Bell 2012 Annual Report Download - page 24

Company (with a fraction of a year of service as a non-employee director being rounded up or down to the
nearest whole year) or if he or she dies while a member of the Board.
A non-employee director of the Company may also have had additional amounts credited to his or her
account under the Directors Deferred Compensation Plan based on his or her deferral of director fees and annual
retainers for earlier years or on other extra amounts that were credited by the Company to his or her account
under the plan in prior years. The portion of a non-employee director’s account under the plan that is attributable
to such earlier credited amounts is also adjusted by the investment returns that would result if such amounts were
invested in investment options that he or she chooses, in common shares or in other investments, depending on
the particular credits that are involved.
Other than for certain circumstances described below and subject to future changes in the Directors Deferred
Compensation Plan, a non-employee director of the Company can, if he or she complies with specific election
rules and procedures set forth in or adopted under the plan and with the requirements of applicable law (including
the American Jobs Creation Act of 2004, which generally applies to any compensation of a non-employee
director that was or is credited to his or her account under the plan in 2005 or any later year), elect that the vested
amounts credited to his or her account under the Directors Deferred Compensation Plan will not be received by
him or her (and thereby generally will not be subject to federal income tax) until after he or she has ceased to be
a member of the Board or until a specific year he or she chooses, that is not earlier than the year in which the
sixth anniversary of his or her deferral election occurs. When the vested amounts are to be paid, he or she
generally may elect to have the amounts distributed in a lump sum or in up to ten annual installments.
Each payment made to a non-employee director of the vested amounts credited to his or her account under
the Directors Deferred Compensation Plan is made in the form of cash to the extent such amounts are deemed to
be invested under the plan other than in common shares and will be distributed in the form of common shares to
the extent such amounts are deemed to be invested under the plan in such shares; except that (i) the vested
portion of his or her account under the plan that is attributable to any credit that is or has been made by the Board
in its discretion to his or her plan account (or that is attributable to certain Board designated annual credits made
to his or her plan account in earlier years) and (ii) the value of any vested amount that is deemed to be invested in
a fractional common share will, in each such case, only be paid in cash.
The Company will reimburse a non-employee director for all reasonable commissions or similar costs he or
she incurs in selling any common shares he or she receives under the Directors Deferred Compensation Plan, or
make arrangements to permit the director to have such shares sold without commissions or similar fees charged
to him or her, if the director wants to sell such shares shortly (generally within two weeks) after he or she
receives them.
The Directors Deferred Compensation Plan provides three exceptions to the rules regarding the timing of
distributions of a non-employee director’s account under the plan: (i) in the event of a change in control of the
Company; (ii) at the election of the non-employee director in the event of severe financial hardship; and (iii) at
the election of the non-employee director if he or she agrees to certain forfeitures and restrictions (although under
the American Jobs Creation Act of 2004, this final exception cannot apply to amounts attributable to
compensation credited on or after January 1, 2005, to a non-employee director’s account under the plan).
Until paid, all amounts credited to a non-employee director’s account under the Directors Deferred
Compensation Plan are not funded or otherwise secured, and all payments under the plan are made from the
general assets of the Company.
The Directors Deferred Compensation Plan must comply with the requirements of the American Jobs
Creation Act of 2004 in order to retain its ability to defer federal income tax on certain amounts credited to a
non-employee director’s account under the plan. The Company has amended the plan to meet the requirements of
the American Jobs Creation Act of 2004.
Non-Employee Directors Plan
The Company grants its non-employee directors time-based restricted shares and/or options to purchase
common shares under the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors, as amended
(the “2007 Directors Plan”). Pursuant to the current terms of such plan, each non-employee director of the
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