FairPoint Communications 2004 Annual Report Download - page 471

ARTICLE XII
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
The Board or the Committee at any time may terminate or suspend the Plan, and from time to time may amend or modify the Plan,
provided that no amendment, modification, or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan,
without the consent of the Participant. Unless earlier terminated, the Plan shall terminate on the day immediately prior to the first meeting of the stockholders
of the Company in 2009 at which directors will be elected.
ARTICLE XIII
DEFINITIONS
13.1 Certain Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth below:
“Act” means the Securities Exchange Act of 1934, as amended.
“Adjustment Event” means any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event affecting the Common Stock.
“Affiliate” means, with respect to any person, any other person controlled by, controlling or under common control with such person.
“Alternative Award” has the meaning given in Section 9.2.
“Award” means any Option, Restricted Stock, Restricted Unit, Stock Appreciation Right, Incentive Stock, Incentive Unit, Deferred Share,
or Supplemental Unit granted under the Plan or any combination thereof, including Awards combining two or more types of Awards in a single grant.
“Board” means the Board of Directors of the Company.
“Cause” means, unless otherwise provided in an Award, (i) the refusal or neglect of the Participant to perform substantially his or her
employment-related duties, (ii) the Participant’s personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, ( iii) the
Participant’s conviction of a crime constituting a felony (or a crime or offense of equivalent magnitude in any jurisdiction) or his or her willful
violation of any other law, rule, or regulation (other than a traffic violation or other offense or violation outside of the course of employment which in
no way adversely affects the Company or its reputation or the ability of the Participant to perform his or her employment related duties or to represent
the Company) or (iv) the material breach by the Participant of any applicable written policy of the Company or any Subsidiary; provided that, with
respect to any Participant who is party to an employment agreement with the Company or a Subsidiary, “Cause” shall have the meaning specified in
such
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