FairPoint Communications 2004 Annual Report Download - page 465

such Awards. Each grant of Incentive Stock or Incentive Units shall be evidenced by a written agreement setting forth the terms of such Award.
6.2 Performance Criteria.
(a) Within 90 days after each Performance Period begins (or such other date as may be required or permitted under Section 162(m)
of the Code, if applicable), the Committee shall establish the performance objective or objectives for the applicable Performance Period that must be satisfied in
order for an Award to be vested and nonforfeitable (the “Performance Criteria”). Any such Performance Criteria will be based upon the relative or comparative
achievement of one or more of the following criteria, or such other criteria, as may be determined by the Committee: ( i) revenue growth; (ii) earnings before
interest, taxes, depreciation and amortization; ( iii) earnings before interest, taxes and amortization; ( iv) operating income; (v) pre- or after-tax income; (vi) cash
flow; (vii) cash flow per share; (viii) net earnings; (ix) earnings per share; (x) return on equity; (xi) return on invested capital; (xii) return on assets; (xiii)
economic value added (or an equivalent metric); ( xiv) share price performance; (xv) total shareholder return; (xvi) improvement in or attainment of expense
levels; (xvii) improvement in or attainment of working capital levels; or ( xviii) debt reduction.
(b) The Performance Criteria related to Incentive Stock or Incentive Units shall be achieved upon the determination by the Committee that
the objective or objectives for the applicable Performance Period have been attained, in whole or in part. The Committee may provide at the time of grant that in
the event the objective or objectives are attained in part, a specified portion (which may be zero) of the Award will vest and become nonforfeitable and the
remaining portion shall be forfeited.
6.3 Dividend Equivalents.
(a) Incentive Stock. Unless otherwise determined by the Committee at or after the date of grant, Participants granted Incentive Stock
shall not be entitled to receive cash dividends or Dividend Equivalents.
(b) Incentive Units. The Committee will determine whether and to what extent to credit to the account of, or to pay currently to, each
recipient of an Incentive Unit, any Dividend Equivalents. To the extent provided by the Committee at or after the date of grant, any cash Dividend
Equivalents with respect to the Incentive Units 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 Incentive Units, as the case may be, 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 Incentive Unit 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 Incentive Unit with respect to which such Dividend Equivalents were payable.
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