FairPoint Communications 2002 Annual Report Download - page 441

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Executive's employment is terminated by the Company other than for Cause, the
date on which the Company notifies the Executive of such termination, and (iv)
if the Executive's employment is terminated by reason of death or Disability,
the date of death of the Executive or the Disability, as the case may be.
4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) If, during the Employment Period, the Company shall terminate the
Executive's employment for Cause or the Executive shall voluntarily resign, the
Executive shall not be entitled to any future benefits pursuant to this
Agreement.
(b) Upon the earliest of (A) expiration of the Employment Period, or (B)
termination of the Executive's employment as Chief Executive Officer and as
Chairman of the Board of Directors without Cause, the Executive shall be
entitled to receive from the Company the following, effective as of the date of
occurrence of such event (the "Termination Event"):
(i) Title to two (2) permanent seat licenses with the Carolina
Panthers.
(ii) Continued fully paid medical coverage (as provided in Section
2(b)(iv)) for Executive and Executive's spouse until each such person has
reached age sixty-five (65).
(iii) Accelerated vesting of all options referred to herein granted
to Executive under the 98 Plan and the 2000 Plan, as of the date of the
Termination Event.
(iv) Extension of the Executive's right to exercise all of his
vested options under the 95 Plan until the earlier of (a) May 21, 2008, or (b)
the Sale of the Company (as defined in the 98 Plan to mean the consummation of
either (i) a sale by THL (Thomas H. Lee Equity Fund IV, L.P. and the parties
listed on Schedule A to the Stockholders' Agreement dated as of January 20,
2000) and Kelso (collectively Kelso Investment Associates V, L.P. and Kelso
Equity Partners V, L.P.) of all the shares of the Company's Common Stock owned
by them to one or more third parties, or (ii) a sale of all or substantially all
of the Company's and its subsidiaries' assets).
(v) Extension of the Executive's right to exercise all of his vested
options under the 2000 Plan until the earlier of (a) March 12, 2012, or (b) the
Sale of the Company (as above defined).
(c) Upon the expiration of the Employment Period at December 31, 2006,
unless extended by the mutual agreement of the Company and Executive, the
Executive shall be entitled to receive, in accordance with the customary payroll
practices of the Company, payment of Executive's Base Salary as of the
Termination Event for one
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year following the Termination Event, subject to such payment being suspended
for a breach of the Executive's covenant not to compete set forth in Section 6
hereof. In addition, the Company shall maintain the Executive's long term
disability and term life insurance premiums (as provided in Section 2(b)(iv))
for such period.
(d) In the event that the Executive's employment as Chief Executive
Officer of the Company and as Chairman of the Board of Directors of the Company
is terminated without Cause at any time during the Employment Period, the
Executive shall be entitled to receive, in accordance with the customary payroll
practices of the Company, payment of Executive's Base Salary as of the
Termination Event for two years following the Termination Event, subject to such