FairPoint Communications 2004 Annual Report Download - page 468

8.2 Vesting of Deferred Shares and Supplemental Units. Unless otherwise determined by the Committee at or after the date of grant, the
Deferred Shares together with any Dividend Equivalents credited with respect thereto, shall be fully vested at all times. The Supplemental Units together with
any Dividend Equivalents credited with respect thereto, will become vested in accordance with the vesting schedule determined by the Committee, subject to
the Participant’s continuous employment with the Company or a Subsidiary through such vesting date.
8.3 Dividend Equivalents. The Committee will determine whether and to what extent Dividend Equivalents will be credited to the account of,
or paid currently to, a recipient of Deferred Shares or Supplemental Units. To the extent provided by the Committee at or after the date of grant, any cash
Dividend Equivalents with respect to the Deferred Shares and Supplemental Units deemed 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 Deferred Shares or Supplemental 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 amount of such Dividend
Equivalent on the record date by (ii) the Fair Market Value of a Share on such date.
8.4 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 death or a Qualifying Termination of Employment during the vesting period, any
Supplemental Units (and related Dividend Equivalents, if any) granted to a Participant shall become vested and 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, a Qualifying Termination of
Employment or Cause during the vesting period, any Supplemental Units (and related Dividend Equivalents, if any) held by such Participant, to the extent
unvested, 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 Supplemental Units (and related Dividend Equivalents, if any) granted to such Participant, whether
or not then vested, shall be forfeited and cancelled as of the date of such termination of employment.
8.5 Settlement of Deferred Shares. Unless otherwise determined by the Committee at or after the date of grant and except as provided in Article
XI, a Participant shall receive as of the date of such Participant’s termination of employment (or such other date as may be elected by the Participant or
required by the Committee in accordance with the rules and procedures of the Committee) ( i) one Share for each Deferred Share credited to such Participant’s
account and (ii) subject to Section 8.4, one Share for each Supplemental Unit that shall have become vested. The Committee may provide in the Award
agreement applicable to any Deferred Shares or Supplemental Units that, in lieu of issuing Shares, the Committee may direct the Company to pay to the
Participant the Fair Market Value of such Shares as of such payment date.
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