FairPoint Communications 2003 Annual Report Download - page 86

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Exhibit 10.27
FAIRPOINT COMMUNICATIONS, INC.
Amended and Restated 2000 Employee Stock Incentive Plan
1. Purposes.
The purpose of the Plan (as such term and any other capitalized term used herein without definition are defined in Section 2) is to foster
and promote the long-term financial success of the Company and Subsidiaries and materially increase shareholder value by ( ) motivating
superior performance by Participants in the Plan, () encouraging and providing for the acquisition of an ownership interest in the Company
by Employees and () enabling the Company and Subsidiaries to attract and retain the services of an outstanding management team upon
whose judgment, interest and special effort the successful conduct of its and their operations is largely dependent.
2. Definitional Matters.
(a) . Capitalized terms used herein without definition shall have the respective meanings set forth below:
 means the Securities Exchange Act of 1934, as amended.
 means the Board of Directors of the Company.
) the refusal or neglect of the Participant to perform substantially his or her lawful employment-related duties,
following written notice from the Company describing in reasonable detail such refusal or neglect and an opportunity for 30 days to
cure the condition which is the subject of such notice, () the Participant's personal dishonesty, willful misconduct or breach of
fiduciary duty, () the Participant's conviction of or entering a plea of guilty or  to a crime constituting a felony or his
or her willful violation of any law, rule, or regulation (other than a traffic violation or similar offense or violation which in no way
adversely affects the Company or its reputation or the ability of the Participant to perform his or her employment-related duties or to
represent the Company) or () the breach by the Participant of any written covenant or agreement with the Company or any of its
subsidiaries not to disclose any material information pertaining to the Company or such subsidiary or not to compete or interfere with
the Company or such subsidiary; , with respect to any Participant who is party to an employment agreement with the
Company, "Cause" shall have the meaning specified in such Participant's employment agreement (but not any severance
agreement) or, in the case of any such Participant who is not party to an employment agreement but is a party to the Stockholders'
Agreement, "Cause" shall have the meaning specified in the Stockholders' Agreement.
 means the occurrence of any of the following events:
(1) the members of the Board at the beginning of any consecutive twenty-four calendar month period (the " 
") cease for any reason to constitute at least a majority of the members of the Board;  any director
whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the
members of the Board then still in office who were members of the Board at the beginning of such twenty-four calendar month
period other than as a result of a proxy contest, or any agreement arising out of an actual or threatened proxy contest, shall be
treated as an Incumbent Director; or
(2) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Act), but excluding
Kelso, THL, the Company, any Subsidiary or any employee benefit plan of the Company or any Subsidiary, is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) under the Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then outstanding securities; or
(3) the stockholders of the Company approve a definitive agreement ( ) for the merger or other business combination of
the Company with, or into, another corporation, a majority of the directors of which were not directors of the Company
immediately prior to the merger and in which the stockholders of the Company immediately prior to the effective date of such
merger own a percentage of the voting power that is less than one-half of the percentage of the voting power they owned in the
Company immediately prior to such transaction, or ( ) for the sale or other disposition of all or substantially all of the assets of
the Company; , in each case, that such transaction shall have been consummated; or
(4) the purchase of 20% or more of Common Stock pursuant to any tender or exchange offer made by any "person,"
including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Act) other than Kelso, THL, the Company,
any Subsidiary or an employee benefit plan of the Company or any Subsidiary.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur in the event the Company files for bankruptcy,
liquidation or reorganization under the United States Bankruptcy Code.
 means the highest price per share of Common Stock offered in conjunction with any transaction