FairPoint Communications 2003 Annual Report Download - page 91

approval prior to the Change in Control giving rise to such Payments.
8. Amendment, Modification, And Termination of Plan
The Board at any time may terminate or suspend the Plan, and from time to time may amend or modify the Plan,  no
amendment, modification, or termination of the Plan shall in any manner adversely affect rights of a holder of any Incentive Award
theretofore granted under the Plan, without the consent of the Participant to whom such Incentive Award was granted. Notwithstanding the
foregoing, the Board may not increase the total number of shares of Common Stock subject to the Plan without shareholder approval (except
pursuant to Section 4(c)).
9. Miscellaneous Provisions
(a) . Unless the Committee shall permit (on such terms and conditions as it shall establish)
an Incentive Award to be transferred to a member of the Participant's immediate family or to a trust or similar vehicle for the benefit of such
immediate family members (collectively, the ""), no Incentive Award shall be assignable or transferable except by will
or the laws of descent and distribution, and, except to the extent required by law, no right or interest of any Participant in, and to, any
Incentive Award granted under the Plan shall be subject to any lien, obligation or liability of the Participant. All rights with respect to Incentive
Awards granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or, if applicable, the Permitted
Transferees. The rights of a Permitted Transferee shall be limited to the rights conveyed to such Permitted Transferee, who shall be subject
to, and bound by, the terms of the agreement or agreements between the Participant and the Company.
(b) . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be
exercised in case of such Participant's death. Each designation will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to, or exercised by, the Participant's
surviving spouse, if any, or otherwise to, or by, his estate.
(c)  . Nothing in the Plan shall be deemed to interfere with or limit in any way the
right of the Company or any Subsidiary to terminate any Participant's employment at any time, or to confer upon any Participant any right to
continue in the
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employ of the Company or any Subsidiary. No Employee shall have a right to be selected as a Participant, or, having been so selected, to
receive any future Incentive Award grants.
(d) . The Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under this
Plan or otherwise) any taxes required by law to be withheld in respect of any Options or Restricted Stock Units under this Plan. No shares of
Common Stock shall be issued pursuant to any Option or upon the termination of the Restricted Period applicable to any Restricted Stock
Units unless and until arrangements satisfactory to the Committee shall have been made to satisfy any withholding tax obligations with
respect to such Option or Restricted Stock Unit. Without limiting the generality of the foregoing, the Company shall have the right to retain,
and the Committee may, subject to such terms and conditions as it may establish from time to time, permit Participants to elect to tender,
Common Stock (including Common Stock issuable in respect of an Option or upon the termination of the Restricted Period applicable to a
Restricted Stock Unit) to satisfy, in whole or in part, the amount required to be withheld.
(e)  . The Plan, the granting of Incentive Awards and exercising of Options
thereunder, and the other obligations of the Company under the Plan shall be subject to all applicable Federal and State laws, rules, and
regulations and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may
postpone the granting of Incentive Awards and the exercising of Options, the issuance or delivery of Common Stock under any Option or
upon the termination of the Restricted Period applicable to any Restricted Stock Unit or any other action under the Plan for as long as
necessary to permit the Company, with reasonable diligence, to complete stock exchange listing or registration or qualification of such
Common Stock or other action required under any Federal or State law, rule or regulation and may require any Participant to make such
representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock in
compliance with applicable laws, rules, and regulations. The Company shall not be obligated by virtue of any provision of the Plan to
recognize the grant of an Incentive Award or exercise of any Option or to otherwise sell or issue Common Stock in violation of any such laws,
rules, or regulations; and any postponement of the grant of any Incentive Award and exercise of any Option under this provision shall not
extend the term of such Incentive Awards, and neither the Company nor its directors or officers shall have any obligation or liability to the
Participant with respect to any Incentive Award (or Common Stock issuable thereunder) that shall lapse because of such postponement.
(f) . Each person who shall be or shall have been a member of the Committee or of the Board shall be indemnified
for, and held harmless by the Company against, any loss, cost, liability, or expense that may be imposed upon, or reasonably incurred by,
him in connection with, or resulting from, any claim, action, suit, or proceeding to which he may be made a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him;
 such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to
handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other