FairPoint Communications 2002 Annual Report Download - page 439

(iv) Executive agrees to observe and comply with the Company's rules
and policies as adopted by the Company from time to time.
(b) COMPENSATION.
(i) BASE SALARY. During the term of the Executive's employment, the
Executive shall receive an annual base salary of $350,000 (the "Annual Base
Salary"), which shall be paid in accordance with the customary payroll practices
of the Company.
(ii) BONUS. Executive shall be eligible for a bonus each year (up to
50% of Executive's Annual Base Salary), which bonus shall be paid if fully
earned, all as provided in an objective bonus arrangement set and documented by
the Company's Compensation Committee and Executive each year.
(iii) INCENTIVE SAVINGS, STOCK OPTION AND RETIREMENT PLANS. During
the term of the Executive's employment, the Executive shall be entitled to
participate in all incentive, savings, stock option and retirement plans,
practices, policies and programs applicable generally to other senior executives
of the Company, as amended from time to time. Without limiting the foregoing,
Executive currently has 213,200 fully-vested options under the Company's 1995
Stock Option Plan (the "95 Plan"), 1,104,584 fully-vested options under the
Company's 1998 Stock Incentive Plan (the "98 Plan") and 27,033 fully-vested
options (25% of the March 12, 2002 Grant) under the Company's 2000 Employee
Stock Option Plan (the "2000 Plan"). The Executive also has been granted 298,750
options which are scheduled to vest on May 21, 2003 and 41,666 options which are
scheduled to vest ratably on January 31, 2003, February 28, 2003 and March 31,
2003, each of which were granted pursuant to the 98 Plan. The Executive has
further been granted 81,098 options pursuant to the 2000 Plan, which are
scheduled to vest ratably on April 1, 2003, April 1, 2004 and April 1, 2005.
Except as
2
provided in Section 4 hereof, all options granted to Executive under the 98 Plan
and the 2000 Plan shall vest in accordance with the terms and conditions of the
agreements granting such options.
(iv) WELFARE BENEFIT PLANS. During the term of the Executive's
employment, the Executive and/or the Executive's family, as the case may be,
shall be eligible for participation in and shall receive all benefits under the
welfare benefit plans, practices, policies and programs provided by the Company,
including medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs, as amended from time to time, to the extent applicable generally
to other employees of the Company. Notwithstanding the foregoing, the Company
shall pay (i) all health insurance premiums related to the Company's plans that
Executive or his spouse would otherwise be required to pay personally, and (ii)
all medical, prescription, dental and other health related bills of Executive
and his spouse not covered by the Company's health insurance plans. In addition,
the Executive shall be entitled to payment of long term disability and term life
insurance premiums in an amount not to exceed $10,000 in the aggregate annually.
(v) PERQUISITES. During the term of the Executive's employment, the
Executive shall be entitled to receive, in addition to the benefits described
above, such perquisites and fringe benefits appertaining to his position in
accordance with any policies, practices and procedures established by the Board,
as amended from time to time, including, without limitation, reimbursement for
automobile (import luxury or equivalent) expenses.
(vi) EXPENSES. During the term of the Executive's employment, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
employment expenses incurred by the Executive in accordance with the Company's
policies, practices and procedures, as amended from time to time.
3. TERMINATION OF EMPLOYMENT.