FairPoint Communications 2004 Annual Report Download - page 134

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There were no options or SARs granted during fiscal year 2004.
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The following table sets forth the information with respect to the named executive officers set forth in the Summary Compensation Table
concerning the exercise of options during fiscal year 2004, the number of securities underlying options as of December 31, 2004 and the
year-end value of all unexercised in-the-money options held by such individuals.
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Eugene B. Johnson 0 0 55,767/278,934 $694,055/$2,146,642
Peter G. Nixon 0 0 6,423/50,678 — /$279,347
Walter E. Leach, Jr. 0 0 58,023/139,553 — /$1,379,410
John P. Duda(2) 0 0 18,013/77,691 $309,463/$933,574
Shirley J. Linn 0 0 7,116/19,858 — /$65,731
Lisa R. Hood 0 0 3,831/35,991 — /$254,456
(1) Represents the difference between the exercise price and $18.50 per share of our common stock (the price to the public in the offering).
(2) Mr. Duda's employment with the Company ended effective as of September 30, 2004.
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During fiscal 2004, we provided Daniel G. Bergstein, a director of the Company during fiscal 2004, and his immediate family with
certain medical benefits and provided Mr. Bergstein with a leased automobile as compensation for his services as a director. For fiscal 2005,
our non-employee directors will receive an annual fee of $45,000 for serving as directors and an annual fee of $5,000 for serving as the chair
of our compensation committee or corporate governance committee and an annual fee of $10,000 for serving as the chair of our audit
committee.
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Our compensation committee, as chartered by our board of directors, annually evaluates the performance of Eugene B. Johnson as our
Chairman of the Board and Chief Executive Officer and reports the results of its evaluation to our board of directors. The evaluation is based
principally upon objective criteria, including business performance, accomplishment of strategic and financial objectives, development of
management and other matters relevant to our short-term and long-term success and the maximization of shareholder return. The results of
the compensation committee's evaluation are communicated to Mr. Johnson and are considered by the committee in its deliberations with
respect to Mr. Johnson's compensation. All determinations regarding Mr. Johnson's compensation are made by the compensation
committee and thereupon reported to our board of directors. The compensation committee similarly determines the compensation of the
Company's other executive officers, after discussions with Mr. Johnson, taking into account such executives' annual goals and performance.
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