FairPoint Communications 2006 Annual Report Download - page 123

(11) With respect to shares beneficially owned: (i) includes 134,481 shares of our common stock issuable upon exercise of stock options that are either
currently exercisable or become exercisable during the next 60 days, (ii) does not include 427,234 shares of our common stock issuable upon exercise of
stock options that are not currently exercisable or do not become exercisable during the next 60 days, (iii) does not include 9,493 shares of common stock
underlying unvested restricted stock units, (iv) includes 557,548 shares of restricted stock awarded under our 2005 Stock Incentive Plan and (v) does
not include 16,692 restricted units awarded under our 2005 Stock Incentive Plan.
(12) The securities beneficially owned by Wellington Management Company, LLP, in its capacity as investment advisor, are owned of record by clients of
Wellington Management Company, LLP.
See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Annual Report for
information regarding securities authorized for issuance under the Company’s equity compensation plans.
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In connection with our initial public offering in February 2005, we entered into a nominating agreement with THL Equity Fund, Kelso Investment
Associates and Kelso Equity Partners pursuant to which we, acting through our corporate governance committee, agreed, subject to the requirements of our
directors’ fiduciary duties, that (i) THL Equity Fund would be entitled to designate one Class III director to be nominated for election to our board of directors
and Kelso Investment Associates and Kelso Equity Partners would be entitled to designate one Class II director to be nominated for election to our board of
directors as long as THL Equity Fund and its affiliates, Kelso Investment Associates and Kelso Equity Partners own in the aggregate at least 40% of the shares
of our common stock which they owned immediately prior to the closing of our initial public offering or (ii) THL Equity Fund would be entitled to designate
one Class III director to be nominated for election to our board of directors as long as THL Equity Fund and its affiliates, Kelso Investment Associates and
Kelso Equity Partners owned in the aggregate less than 40% and at least 20% of the shares of our common stock which they owned immediately prior to the
closing of our initial public offering. In addition, at any time after Kelso Investment Associates and Kelso Equity Partners no longer own any of our common
stock, as long as THL Equity Fund and its affiliates own at least 40% of the shares of our common stock which THL Equity Fund and its affiliates, Kelso
Investment Associates and Kelso Equity Partners owned immediately prior to the closing of our initial public offering, THL Equity Fund would be entitled to
designate one Class II director to be nominated for election to our board of directors in addition to its right to designate one Class III director to be nominated for
election to our board of directors. The nominating agreement was terminated effective as of February 1, 2007.
In connection with our initial public offering in February 2005, we also entered into a registration rights agreement with THL Equity Fund, certain
affiliates of THL Equity Fund, Kelso Investment Associates and Kelso Equity Partners, certain other significant stockholders and certain members of our
management. This agreement required us to use our commercially reasonable efforts to file with the SEC on the 181st day following the closing of the offering
a shelf registration statement covering the shares of our common stock held by such parties and to use our commercially reasonable efforts to have such shelf
registration statement declared effective by the SEC as soon as reasonably practicable thereafter. A shelf registration statement meeting these requirements was
declared effective by the SEC on September 1, 2005.
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