Exhibit 10(iii)(A)(22)
CINCINNATI BELL INC. 2007 LONG
TERM INCENTIVE PLAN
NON-STATUTORY STOCK OPTION
(“OPTION”) AGREEMENT
Pursuant to the Cincinnati Bell Inc.
2007 Long Term Incentive Plan, as amended and restated effective as
of May 3, 2007 (the “Plan”), you have been granted
an option to purchase, from Cincinnati Bell Inc., (together with
its subsidiaries, the “Company”), Cincinnati Bell
Common Shares in the number and price specified on the previous
page, subject to all of the terms and conditions of the Plan and to
your agreement to the following terms and conditions:
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1.
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This option is
intended to be a non-statutory stock option.
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2.
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Your right to
exercise this option shall expire ten years from the date on which
this option is granted, unless sooner terminated or
canceled.
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Upon termination of
your employment with the Company as a result of your death or
disability, this option shall become fully exercisable and this
option may be exercised within one year after the date of your
termination (but not in any event later than the end of the day
immediately preceding the 10 th anniversary of the date on which
this option is granted).
If your employment with the Company
is terminated because of retirement after both completing at least
10 years of service with the Company and attaining at least age 55
or upon satisfying the age and service requirements for post
retirement medical benefits under the medical plan of the
Cincinnati Bell company that employs you immediately before
retirement, then, except to the extent the Committee otherwise
expressly indicates in the Agreement under which this option is
awarded, this option’s exercisability on and after your
retirement shall be determined under the terms of this option in
the same manner as if you had not retired and instead remained an
employee of the Company (until your subsequent death).
If your employment is terminated for
cause, this option shall thereupon be canceled in its entirety
(including as to shares that are exercisable immediately before
termination). Your termination shall be deemed for
“cause” if it occurs by reason or as a result of your
participation in conduct consisting of fraud, felony, willful
misconduct, or commission of any act that causes or may reasonably
be expected to cause substantial damage to the Company.
If your employment
is terminated for any reason other than your death, disability,
retirement (under the above criteria), or cause, this option shall
be limited to the number of shares then exercisable and this option
(as so limited) may be exercised within 90 days after the date of
your termination (but not in any event later than the end of the
day immediately preceding the 10 th anniversary of the date on which
this option is granted).
Transfer from Cincinnati Bell to a
subsidiary, from a subsidiary to Cincinnati Bell, or from one
subsidiary to another shall not be considered a termination of
employment. Nor shall it be considered a termination of employment
if you are placed on a military or sick leave or other leave of
absence which is considered as continuing intact the employment
relationship; in such a case, the employment relationship shall be
continued until the later of the date when the leave equals ninety
days or the date when your right to reemployment shall no longer be
guaranteed either by law or by contract.
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3.
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Options, normally, are expected
to be exercised through E*Trade via the internet or by calling
their toll free number @ 1-800-838-0908. Alternatively, your option
may be exercised by delivering to Cincinnati Bell written notice
(completed SO1 form obtained from the Stock Option Plan
Administrator by calling 397-7376) of the number of shares to be
purchased (which number shall be at least fifty or, if less, the
remaining number of
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