Exhibit 10.3



 






EXHIBIT 10.3




	 	 	 	 	 
	

	 	1997 Stock Option Plan
	 	Cincinnati Bell Inc.
	

	 	For Non-Employee Directors
	 	ID: 311056105
	

	 	Stock Option Agreement
	 	201 East Fourth Street
	

	 	 	 	Cincinnati, Ohio 45202
	 
	 	 	 	 
	

	 	<<First Name>> <<Last Name>>
	 	Option Number: <<Option_Numbers>>
	

	 	Cincinnati Bell Board of Directors
	 	ID: <<ID>>
	 
	 	 	 	 
	 




Pursuant to the Cincinnati Bell Inc. 1997 Stock Option Plan for Non-Employee Directors (the
“Plan”), a copy which has been delivered to you, you have been granted as of the date hereof an
option to purchase from Cincinnati Bell Inc. (“Cincinnati
Bell”) <<Number of Shares>> Cincinnati Bell Common Shares at
the price of $x.xx per share subject to the terms and conditions of the Plan and to your
agreement to the following additional terms and conditions:





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





2.       Your right to exercise this option shall expire on Exp Date, unless sooner terminated or
cancelled. Upon termination of your employment as a result of retirement, disability or death, your
option shall be limited to the number of shares then exercisable, unless the Compensation Committee
shall accelerate the time at which such option may be exercised. In the event of termination
because of disability or retirement under the terms of a Cincinnati Bell Plan, you shall be
entitled to exercise such options as are then exercisable until the expiration of the option. In
the event of termination by death, your legal representative may exercise outstanding options
within one year after the date of death. If you terminate (1) anytime after attaining age 68, or
(2) upon having completed three full years of service as a Director you will be eligible to retain
any options you then have for the remainder of their ten year term. Upon termination for any other
reason, all outstanding options shall thereupon be cancelled, unless the Compensation Committee, in
its sole discretion, determines otherwise.




3.       Your option may be exercised at any time on or after grant date and prior to its
expiration.




4.       Your option shall be exercised by delivering to Cincinnati Bell written notice of the number of
shares to be purchased (which number shall be at least fifty). Payment of the option price upon
exercise of an option shall be made in accordance with procedures established by the Cincinnati
Bell Board of Directors or the Compensation Committee thereof. Exercise of your option shall take
effect on the date the notice is actually received by Cincinnati Bell; such date to be acknowledged
to you in writing.




5.       Within a reasonable period after an option is exercised, Cincinnati Bell will deliver to you or
your successor certificates for the number of shares with respect to which you exercised your
option.




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




7.      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 as 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 be mailed or delivered to Cincinnati Bell.




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




	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name, Chairman of the Board

	 	 	 	Date	 	 
	Cincinnati Bell Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	<<First Name>> <<Last Name>>

	 	 	 	Date