FairPoint Communications 2004 Annual Report Download - page 464

(b) Restricted Units. The Committee will determine whether and to what extent to credit to the account of, or to pay currently to, each
recipient of a Restricted Unit, any Dividend Equivalents. To the extent provided by the Committee at or after the date of grant, any cash Dividend Equivalents
credited to a Participant’s account shall be deemed to have been invested in Shares on the record date established for the related dividend and, accordingly, a
number of Restricted Units shall be credited to such Participant’s account equal to the greatest whole number which may be obtained by dividing ( i) the value
of such Dividend Equivalents on the record date by ( ii) the Fair Market Value of a Share on such date. Any additional Restricted Units credited in respect of
Dividend Equivalents shall become vested and nonforfeitable, if at all, on the same terms and conditions as are applicable in respect of the Restricted Units
with respect to which such Dividend Equivalents were payable.
5.4 Termination of Employment. Unless otherwise determined by the Committee at or after the date of grant and except as provided in Article
XI, in the event a Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Period of Restriction, a pro rata
portion of any Shares related to a Restricted Stock or Restricted Unit held by such Participant shall become nonforfeitable, based upon the percentage of which
the numerator is the portion of the Period of Restriction that expired prior to the Participant’s termination and the denominator is the number of days in the
Period of Restriction. Unless otherwise determined by the Committee at or after the date of grant, in the event a Participant’s employment terminates because of
the Participant’s death during the Period of Restriction, any Shares related to a Restricted Stock or Restricted Unit held by such Participant shall become
nonforfeitable. Unless otherwise determined by the Committee at or after the date of grant, in the event a Participant’s employment terminates for any reason
other than death or a Qualifying Termination of Employment during the Period of Restriction, any Restricted Stock or Restricted Units held by such
Participant shall be forfeited and cancelled as of the date of such termination of employment.
5.5 Settlement of Restricted Units. Unless otherwise determined by the Committee at or after the date of grant, when a Period of Restriction
with respect to an Award of Restricted Units lapses and the Restricted Units become vested and nonforfeitable, the Participant shall receive ( i) one Share for
each such Restricted Unit (including additional Restricted Units credited in respect of Dividend Equivalents) or ( ii) if the Committee so determines, the
Committee may direct the Company to pay to the Participant the Fair Market Value of such Shares as of such payment date.
ARTICLE VI
INCENTIVE AWARDS
6.1 Grant of Incentive Stock and Incentive Units . The Committee shall have the authority to grant Incentive Stock or Incentive Units to any
Participant and to determine (a) the number of Incentive Stock and the number of Incentive Units to be granted to each Participant, ( b) the restrictions pursuant
to which such Award is subject to forfeiture by reason of the Performance Criteria established by the Committee pursuant to Section 6.2 not being met in whole
or in part and (c) the other terms and conditions of
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