FairPoint Communications 2004 Annual Report Download - page 463

Participant’s employment terminates for any reason other than death, a Qualifying Termination of Employment or Cause, the Participant may exercise any
Option that is exercisable at the time of such termination of employment until the earlier of ( a) the 60-day anniversary of the date of such termination of
employment and (b) the date such Options would otherwise expire but for the operation of this Section 4.5, and any Option that is not then exercisable shall be
forfeited and cancelled as of the date of such termination of employment. In the event that a Participant’s employment is terminated for Cause (or, following
the date the Participant’s employment terminates, the Committee determines that circumstances exist such that the Participant’s employment could have been
terminated for Cause), any Options granted to such Participant, whether or not then vested, shall be forfeited and cancelled as of the date of such termination
of employment.
4.6 Certain NSO’s. If at the time of grant the Committee intends a grant of NSOs to any Participant to be excluded from the coverage of
Section 409A of the Code, then, notwithstanding any other provision of the Plan, such grant of NSOs shall ( i) have an exercise price that is not less than the
Fair Market Value of a Share on the date the NSOs are granted and (ii) not include any feature for the deferral of compensation other than the deferral of
recognition of income until the exercise or other disposition of the NSOs.
ARTICLE V
RESTRICTED STOCK AND RESTRICTED UNITS
5.1 Grant of Restricted Stock and Restricted Units . The Committee shall have the power to grant Restricted Stock or Restricted Units to any
Participant and to determine (a) the number of shares of Restricted Stock and the number of Restricted Units to be granted to each Participant, ( b) the Period(s)
of Restriction and (c) the other terms and conditions of such Awards. The Committee shall require that the stock certificates evidencing any Restricted Stock
or Restricted Units be held in the custody of the Secretary of the Company until the Period of Restriction lapses, and that, as a condition of any Restricted
Stock award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such award. Each grant of Restricted
Stock or Restricted Units shall be evidenced by a written agreement setting forth the terms of such Award.
5.2 Vesting of Restricted Stock and Restricted Units. Restricted Stock or Restricted Units granted pursuant to Section 5.1 shall vest and
become nonforfeitable, and the Period of Restriction with respect to such Restricted Stock or Restricted Units will lapse, in accordance with the vesting
schedule determined by the Committee.
5.3 Dividend Equivalents.
(a) Restricted Stock. Unless otherwise determined by the Committee at the time of grant, Participants holding outstanding Restricted
Stock shall not be entitled to receive any dividends or Dividend Equivalents paid with respect to such shares of Restricted Stock.
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