FairPoint Communications 2004 Annual Report Download - page 477

generality of the foregoing, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from
time to time, permit Participants to elect to tender Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required
to be withheld (but no greater amount).
14.5 Compliance with Legal and Exchange Requirements . The Plan, the granting and exercising of Awards thereunder, and any obligations of
the Company under the Plan, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed. The Company, in its discretion,
may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to
permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action
under any federal or state law, rule, or regulation and may require any Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations. The Company shall not
be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws,
rules, or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Awards. Neither
the Company nor its directors or officers shall have any obligation or liability to a Participant with respect to any Award (or Shares issuable thereunder) that
shall lapse because of such postponement.
14.6 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to
handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and
shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws,
by contract, as a matter of law, or otherwise.
14.7 Legend. To the extent any stock certificate is issued to a Participant in respect of shares of Restricted Stock prior to the expiration of the
Period of Restriction, such certificate shall be registered in the name of the Participant and shall bear such restrictive legend as the Committee determines
appropriate. Upon the lapse of the Period of Restriction with respect to such Restricted Stock, the Company shall issue or have
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