FairPoint Communications 2003 Annual Report Download - page 90

(a) . Grants of Restricted Stock Units may be awarded to Participants at such time or times as shall
be determined by the Committee. The Committee shall determine the number of Restricted Stock Units, if any, to be granted to a Participant,
and the applicable Restricted Period. Each award of Restricted Stock Units shall be made pursuant to a Restricted Stock Unit agreement that
shall include, among other things, provisions providing (i) for appropriate restrictions on the transfer of any Restricted Stock Units, including
restrictions on transfer of such Restricted Stock Units during the period specified therein prior to and following a Public Offering, and (ii) for
such other terms and provisions not inconsistent with the Plan as are determined by the Committee.
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(b) . Except as provided in Section 9(a) or in the Restricted Stock Unit agreement, no Restricted Stock
Unit may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the lapse of the Restricted Period. Thereafter,
any shares of Common Stock issued in respect of Restricted Stock Units may only be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated in compliance with all applicable securities laws, the Stockholders' Agreement and any other agreement to which
the issued shares are subject.
(c) . Unless otherwise determined by the Committee at the
time of grant, upon termination of a Participant's employment by reason of death, Disability or Retirement, the Restricted Period applicable to
any Restricted Stock Units shall immediately lapse and all such Restricted Stock Units of the Participant shall immediately vest.
(d) . Unless otherwise determined by the Committee at the time of grant, upon
termination of a Participant's employment for any reason other than those specified in Section 6(c) prior to the expiration of the Restricted
Period applicable to any Restricted Stock Units, any such Restricted Stock Units then remaining subject to restrictions shall be forfeited and
cancelled upon such termination of employment.
(e) . The Committee may at any time offer to buy out a Restricted Stock Unit previously granted for a payment in cash, based
on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.
7. Change in Control
(a) . Subject to the provisions of Section 7(b) below, in the event of a Change in Control, each
Option shall be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control Price over the
exercise price for such Option. Subject to the provisions of Section 7(b) below, in the event of a Change in Control, the Restricted Period in
respect of all Restricted Stock Units shall immediately lapse and all Restricted Stock Units of the Participant shall immediately vest and the
Company shall pay to the Employee an amount equal to the Fair Market Value of the shares of Common Stock otherwise transferable to the
Employee upon the lapse of the Restricted Period.
(b) . Notwithstanding Section 7(a), no cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Incentive Award if the Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Incentive Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or
substituted option hereinafter called an "Alternative Award"), by a Participant's employer (or the parent or a subsidiary of such employer)
immediately following the Change in Control, provided that any such Alternative Award must:
(i) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to
or better than the rights, terms and conditions applicable under such Incentive Award, including, but not limited to, an identical or
better exercise or vesting schedule and identical or better timing and methods of payment;
(ii) have substantially equivalent economic value to such Incentive Award (determined at the time of the Change in Control); and
(iii) have terms and conditions which provide that in the event that the Participant's employment is involuntarily terminated or
constructively terminated, any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to,
each such Alternative Award shall be waived or shall lapse, as the case may be.
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For this purpose, a constructive termination shall mean a termination by a Participant following a material reduction in the Participant's base
salary or a Participant's incentive compensation opportunity or a material reduction in the Participant's responsibilities, in any such case
without the Participant's written consent.
(c) . Notwithstanding anything contained in the Plan or an Option agreement or Restricted Stock Unit
agreement to the contrary, if and to the extent any acceleration of vesting of or payment or deemed payment with respect to any Option or
Restricted Stock Unit (collectively, the "Payments") would, absent application of this section, be an "excess parachute payment" within the
meaning of section 280G of the Code (and the regulations promulgated thereunder), such Options or Restricted Stock Units shall not
accelerate and/or such payment or deemed payment shall be reduced if and to the extent necessary to avoid any such acceleration, payment
or deemed payment from being an "excess parachute payment". If Payments that would otherwise be reduced or eliminated pursuant to the
immediately preceding sentence would not be so reduced or eliminated if the shareholder approval requirements of section 280G(b)(5) of the
Code are capable of being satisfied, the Company shall use its reasonable best efforts to cause such Payments to be submitted for such