FairPoint Communications 2004 Annual Report Download - page 470

exercisability applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be.
For this purpose, a constructive termination shall mean a termination by a Participant following ( i) a material reduction in the Participant’s base salary or a
Participant’s incentive compensation opportunity, (ii) a material reduction in the Participant’s responsibilities or ( iii) the relocation of the Participant’s principal
place of work to a location that is more than 50 miles from the Participant’s principal place of work immediately prior to the Change in Control, in each case
without the Participant’s written consent.
9.3 Termination of Employment Prior to Change in Control. In the event that any Change in Control occurs as a result of any transaction
described in subclause (iii) or (v) of the definition of such term, any Participant whose employment is terminated due to death or Disability or by the
Company for any reason other than Cause on or after the date, if any, on which the shareholders of the Company approve such transaction, but prior to the
consummation thereof, shall be treated, solely for purposes of this Plan (including, without limitation, this Article IX), as continuing in the Company’s
employment until the occurrence of such Change in Control, and to have been terminated immediately thereafter.
ARTICLE X
STOCKHOLDER RIGHTS
A Participant (or a Permitted Transferee) shall have no rights as a stockholder with respect to any Shares covered by an Award until he or
she shall have become the holder of record of such Share(s), and no adjustments shall be made for dividends in cash or other property or distribution or other
rights in respect to any such Shares, except as otherwise specifically provided for in this Plan.
ARTICLE XI
SECTION 409A OF THE CODE
In connection with a Participant’s termination of employment, the payment, settlement or exercisability of an Award held by a Participant
who the Committee reasonably believes is a “specified employee” (within the meaning of Section 409A of the Code) shall not be made before the first business
day that is six months and one day after the date of such Participant’s termination of employment (or, if earlier, upon death) if the Committee reasonably
believes an Award to be subject to Section 409A(a)(2)(B) of the Code. Notwithstanding anything to the contrary in the Plan, the Committee may in its absolute
discretion alter or amend any of the provisions of this Plan if such alteration or amendment would be required to comply with Section 409A of the Code or any
regulations promulgated thereunder.
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