FairPoint Communications 2004 Annual Report Download - page 466

6.4 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 that a Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Performance Period, any award
of Incentive Stock or Incentive Units shall become vested and nonforfeitable at the end of the Performance Period as to that number of such Incentive Stock or
Incentive Units, as the case may be, that is equal to that percentage, if any, of such Award that would have been earned had the Participant’s employment not
so terminated prior to the expiration of the Performance Period times a fraction, the numerator of which is the number of days employed during the
Performance Period and the denominator of which is the total number of days during the Performance Period. Unless otherwise determined by the Committee at
or after the date of grant, in the event that a Participant’s employment terminates because of death during the Performance Period, any award of Incentive Stock
or Incentive Units shall become vested and nonforfeitable at the end of the Performance Period as to that number of such Incentive Stock or Incentive Units, as
the case may be, that is equal to that percentage, if any, of such Award that would have been earned had the Participant’s employment not so terminated prior
to the expiration of the Performance Period. 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 Performance Period, any Incentive Stock or Incentive Units
held by such Participant shall be forfeited and cancelled as of the date of such termination of employment.
6.5 Settlement of Incentive Units. Unless otherwise determined by the Committee at or after the date of grant, when the Performance Criteria
with respect to an Award of Incentive Units is achieved and the Incentive Units become vested and nonforfeitable, the Participant shall receive ( i) one Share for
each such Incentive Unit (including additional Incentive Units credited in respect of Dividend Equivalents, if any) 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 VII
STOCK APPRECIATION RIGHTS
7.1 Grant of Stock Appreciation Rights . Stock Appreciation Rights may be granted to any Participants, all Participants or any class of
Participants at such time or times as shall be determined by the Committee. Stock Appreciation Rights may be granted only on a freestanding basis, and not
related to any Option. A grant of a Stock Appreciation Right shall be evidenced by a written agreement containing such provisions not inconsistent with the
Plan as the Committee shall approve.
7.2 Terms and Conditions of Stock Appreciation Rights . Unless otherwise determined by the Committee at or after the date of grant, the terms
and conditions (including, without limitation, the exercise period of the Stock Appreciation Right, the vesting schedule applicable thereto and the impact of any
termination of service on the Participant’s rights with respect to the Stock Appreciation Right) applicable with respect to Stock Appreciation Rights shall be
substantially identical (to the extent possible taking
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