FairPoint Communications 2004 Annual Report Download - page 478

issued in exchange for those certificates previously issued new share certificates without such legend herein in respect of any Shares that have become vested.
14.8 Effective Date. The Plan shall be effective immediately prior to the consummation date of the initial public offering of Shares.
14.9 No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to
pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.
14.10 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Delaware, without reference to
principles of conflict of laws which would require application of the law of another jurisdiction, except to the extent that the corporate law of the State of
Delaware specifically and mandatorily applies.
14.11 Severability; Blue Pencil. In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the
opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise
or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so
amended.
14.12 No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount
payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.
14.13 No Constraint on Corporate Action . Nothing in this Plan shall be construed ( i) to limit, impair or otherwise affect the Company’s right or
power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate,
sell, or transfer all or any part of its business or assets or ( ii) to limit the right or power of the Company, or any Subsidiary to take any action which such
entity deems to be necessary or appropriate.
14.14 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of
this Plan, and shall not be employed in the construction of this Plan.
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