FairPoint Communications 2004 Annual Report Download - page 469

8.6 Further Deferral Elections. A Participant may elect to further defer receipt of Shares issuable in respect of Deferred Shares (or an
installment of an Award) for a specified period or until a specified event, subject in each case to the Committee’s approval and to such terms as are determined
by the Committee, all in its sole discretion. Subject to any exceptions adopted by the Committee, such election must generally be made at least 12 months
prior to the original settlement date of such Deferred Shares (or any such installment thereof) and such election may not take effect until the expiration of such
12 month period. A further deferral opportunity does not have to be made available to all Participants, and different terms and conditions may apply with
respect to the further deferral opportunities made available to different Participants.
ARTICLE IX
CHANGE IN CONTROL
9.1 Accelerated Vesting and Payment. Subject to the provisions of Section 9.2 below, in the event of a Change in Control, each Option shall
be, at the discretion of the Committee, either canceled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control
Price over the exercise price for such Option, or fully exercisable regardless of the exercise schedule otherwise applicable to such Option. All other Awards shall
become nonforfeitable and be immediately transferable or payable, as the case may be.
9.2 Alternative Awards. Notwithstanding Section 9.1, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment
shall occur with respect to any Award or any class of Awards if the Committee reasonably determines in good faith prior to the occurrence of a Change in
Control that such Award or Awards shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award an
“Alternative Award”), by a Participant’s employer (or the parent or a Subsidiary of such employer) immediately following the Change in Control, provided
that any such Alternative Award must:
(i) be based on stock that is traded on an established U.S. securities market, or that will be so traded within 60 days of the Change
in Control;
(ii) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or
better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting
schedule and identical or better timing and methods of payment;
(iii) have substantially equivalent economic value to such Award (determined at the time of the Change in Control); and
(iv) have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated or
constructively terminated, any conditions on a Participant’s rights under, or any restrictions on transfer or
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