FairPoint Communications 2004 Annual Report Download - page 480

which the Period of Restriction has not then expired shall be forfeited and canceled as of the date of such termination, ( ii) if the Grantee’s employment is
terminated because of the Grantee’s death during the Period of Restriction, any Shares underlying the Restricted Stock shall become vested and nonforfeitable,
and (iii) if the Grantee’s employment is terminated for any reason other than death or a Qualifying Termination of Employment during the Period of
Restriction, any Restricted Stock held by the Grantee for which the Period of Restriction has not then expired shall be forfeited and canceled as of the date of
such termination.
(c) Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may
accelerate the expiration date of the Period of Restriction with respect to any Restricted Stock under this Agreement, at such times and upon such terms and
conditions as the Committee shall determine.
3. Grantee’s Representations, Warranties and Covenants.
(a) Investment Intention. The Grantee represents and warrants that the Restricted Stock has been, and any Shares will be, acquired by the Grantee
solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee further
understands, acknowledges and agrees that the Restricted Stock, and any Shares, may not be transferred, sold, pledged, hypothecated or otherwise disposed
of except to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities
laws.
4. Grantee’s Rights with Respect to Restricted Stock.
(a) Rights as Stockholder. The Grantee shall have, with respect to all Restricted Stock, the right to vote such Restricted Stock, but shall otherwise
enjoy none of the rights of a stockholder (including the right to receive dividends and Dividend Equivalents) unless and until the expiration of the Period of
Restriction with respect to such Restricted Stock. Any securities issued to or received by the Grantee with respect to Restricted Stock as a result of a stock
split, a combination of shares or any other change or exchange of the Restricted Stock for other securities, by reclassification, reorganization, distribution,
liquidation, merger, consolidation, or otherwise, shall have the same status, be subject to the same restrictions and bear the same legend as the Shares of
Restricted Stock such securities are issued for, and shall be held by the Company for as long as the Shares of Restricted Stock such securities are issued for
are so held, unless otherwise determined by the Committee.
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