FairPoint Communications 2004 Annual Report Download - page 479

Exhibit 10.23
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement, dated as of the Grant Date set forth on the signature page hereof, between FairPoint Communications, Inc., a
Delaware corporation (the “Company”), and the grantee whose name appears on Schedule A hereto (the “ Grantee”), is being entered into pursuant to the
FairPoint Communications, Inc. 2005 Stock Incentive Plan (the “ Plan”). Capitalized terms used herein without definition have the meaning given in the Plan.
1. Grant of Restricted Stock. The Company hereby evidences and confirms its grant to the Grantee, effective as of the date hereof (the “ Grant
Date”), of the number of Shares specified on Schedule A hereto under the heading “Restricted Stock.” All Shares received by the Grantee under this Agreement
are subject to the restrictions contained herein and are referred to as “ Restricted Stock.” This Agreement is subordinate to, and the terms and conditions of the
Restricted Stock granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any
inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.
2. Vesting of Restricted Stock.
(a) Restricted Period. Except for transfers to Permitted Transferees approved by the Committee and transfers by will or by the laws of descent and
distribution, the Restricted Stock granted hereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise directly or indirectly encumbered
or disposed of until the end of the Period of Restriction. Subject to the Grantee’s continuous employment with the Company or a Subsidiary, and except as
provided in Section 2(b)(i) or Article IX of the Plan, the Period of Restriction shall lapse, and the Restricted Stock shall become vested, according to the
schedule set forth below:
Date % of Restricted Stock Becoming Vested
April 1, 2006 25%
April 1, 2007 25%
April 1, 2008 25%
April 1, 2009 25%
(b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, ( i) if the Grantee’s employment is
terminated by reason of a Qualifying Termination of Employment during the Period of Restriction, a pro rata portion of any Shares underlying the Restricted
Stock shall become vested and nonforfeitable, based upon the percentage of which the numerator is the portion of the Period of Restriction that expired prior to
the Grantee’s termination and the denominator is the number of days in the Period of Restriction., and the remaining Restricted Stock for