Exhibit 10.1



 



EXHIBIT 10.1



	 	 	 	 	 	 	 
	 
	1997 Long Term Incentive Plan	 	Cincinnati Bell Inc.
	Stock Option Agreement	 	ID: 311056105
	 	 	201 East Fourth Street
	 	 	Cincinnati, OH 45202
	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	Mr. Sample

	 	Option Number:	 	 	 	 
	

	 	 	 	 	 	 
	1234 America Avenue

	 	Plan:
	 	 	97	 
	Someplace, US 12345

	 	ID:
	 	 	000-00-0000	 
	 
	 	 	 	 	 	 
	 





     Upon recommendation of your management team and subject to the current terms of the Cincinnati
Bell Inc. Long Term Incentive Plan (the “Plan”, a copy of which is enclosed) and this Agreement,
the Compensation Committee of the Cincinnati Bell Inc. Board of Directors (the “committee”) has
granted to you the following option to purchase Cincinnati Bell common shares:



	 	 	 	 	 	 	 
	

	 	Type of Grant
	 	 	NQ	 
	

	 	Date of Grant
	 	 	00/00/00	 
	

	 	Option Price Per Share
	 	 	$0.00	 
	

	 	Total Number of Shares
	 	 	X	 
	

	 	Total Price of Shares
	 	 	$00.00	 






     Subject to the terms of the Plan and this Agreement, this stock option will become exercisable
as follows:




With respect to 28% of shares granted, on (but not before) 00/00/00





With respect to an additional 3% of shares granted, on (but not before) the same
date each month thereafter for the next 24 months.



     Your right to exercise this stock option will expire ten years from the date of the grant at
11:59 P.M. on 00/00/00.



     The other terms and conditions of your stock option are set forth in this Agreement which
includes this page and the following pages (and are also subject to the terms of the Plan).



     Under Treasury Regulation 1.61-15(c)(1), you may be required to attach a statement to your tax
return notifying the Internal Revenue Service that this stock option was granted to you. Consult
with your tax advisor to determine if you are required to provide this notice.



     Please sign below to signify your acceptance of the terms and conditions of this grant, and
return the original form to – Stock Option Plan Administrator, Cincinnati Bell Inc., 201 East
Fourth Street, Room 102-278, Cincinnati, OH 45202.



     Signed by Mr. President, Title, Cincinnati Bell Inc. and accepted by the Optionee, as of:
00/00/00







	 	 	 
	 

	 	 
	Mr. President, Title

	 	Date
	Cincinnati Bell Inc.
	 	 
	 
	 	 
	 

	 	 
	Mr. Sample

	 	Date






 









 






CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE PLAN

NON-STATUTORY STOCK OPTION (“OPTION”) AGREEMENT




     Pursuant to the Cincinnati Bell Inc. 1997 Long Term Incentive Plan, as amended and restated
effective as of July 24, 2000 (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:




	1.  	This option is intended to be a non-statutory stock option.






	2.  	Your right to exercise this option shall expire ten years from the date on which this option
is granted, unless sooner terminated or canceled.






	   	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 10th 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 10th 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.






	3.  	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 shares that are subject to
this option). Payment of the option price upon exercise of an option shall be made in
accordance with procedures established by the Compensation Committee. Completed SO1 forms for
a Cashless Exercise may be faxed to the Stock Option Plan Administrator at (513) 397-0830 or
mailed to the Stock Option Plan Administrator 102-278, Cincinnati Bell, 201 East
4th Street, Cincinnati, OH 45202. The date of the exercise will be determined by
information provided with this form. The completed SO1 form for a Cash Exercise must be
delivered along with a personal check, to cover the cost of the option price, to the Stock
Option Plan Administrator. The date of the Cash Exercise will be determined by the date the
Stock Option Plan Administrator receives the check. Upon completion of the Cash Exercise, the
Stock Option Plan Administrator will advise you of the amount needed to cover the taxes. A
personal check to cover the taxes may be mailed to the Stock Option Plan Administrator at the
above address and must be received by the Stock Option Plan Administrator before a certificate
will be mailed to you. All exercises completed by the Stock Option Plan Administrator will be
handled through Fifth Third Securities.






	4.  	This option is not transferable by you otherwise than by will or the laws of descent and
distribution, and during your lifetime the option may be exercised only by you or your
guardian or legal representative.






	5.  	Every notice or other communication relating to this Agreement shall be in writing, and shall
be mailed or delivered to the party for whom it is intended at such address as may from time
to time be designated. Unless and until some other address be so designated, all notices or
communications by you to Cincinnati Bell shall be mailed or delivered to Cincinnati Bell.






	6.  	Any determinations or decisions made or actions taken arising out of or in connection with
the interpretation and administration of this Agreement and the Plan by the Cincinnati Bell
Board of Directors or the Compensation Committee thereof shall be final and conclusive.