FairPoint Communications 2004 Annual Report Download - page 461

compensation the Board or Committee reasonably believes may become subject to Section 162(m) of the Code.
2.4 Participants Based Outside the United States . The Committee, in order to conform with provisions of local laws and regulations in foreign
countries in which the Company or its Subsidiaries operate, shall have sole discretion to ( i) modify the terms and conditions of Awards granted to Participants
employed outside the United States, (ii) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable
under the circumstances presented by local laws and regulations, and ( iii) take any action which it deems advisable to obtain, comply with or otherwise reflect
any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any subplan established hereunder.
ARTICLE III
STOCK SUBJECT TO PLAN
3.1 Number. Subject to the provisions of this Article III, the number of Shares subject to Awards under the Plan may not exceed 947,441
Shares. The Shares to be delivered under the Plan may consist, in whole or in part, of treasury stock or authorized but unissued Common Stock not reserved
for any other purpose. The maximum number of Shares with respect to which Options or Stock Appreciation Rights may be granted to any one Participant in
any calendar year shall be 500,000.
3.2 Canceled, Terminated, or Forfeited Awards; Awards Settled for Cash. Any Shares subject to any Award granted hereunder that for any
reason is canceled, terminated or otherwise settled without the issuance of any Common Stock after the effective date of this Plan shall be available for further
Awards under this Plan.
3.3 Adjustment in Capitalization. In the event of any Adjustment Event such that an adjustment is required to preserve, or to prevent
enlargement of, the benefits or potential benefits made available under this Plan, the Committee shall, in such manner as the Committee shall deem equitable,
adjust any or all of (a) the number and kind of Shares which thereafter may be awarded or optioned and sold under the Plan (including, without limitation,
adjusting the limits on the number and types of certain Awards that may be made under the Plan), ( b) the number and kinds of Shares subject to outstanding
Options and other Awards and (c) the grant, exercise or conversion price with respect to any of the foregoing, provided that any adjustment to the exercise or
conversion price of, or the number and kind of Shares subject to, outstanding Options or Stock Appreciation Rights that the Committee intends to be excluded
from the coverage of Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code. In addition, the Committee
may make provisions for a cash payment to a Participant or a person who has an outstanding Option or other Award. The number of Shares subject to any
Option or other Award shall always be a whole number.
2