FairPoint Communications 2003 Annual Report Download - page 87

resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in
cash), or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair
Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change in Control
occurs.
 means the Internal Revenue Code of 1986, as amended.
 means the Compensation Committee of the Board or such other committee as the Board may from time to time
designate to administer the Plan (or, in the absence of any such designation, the Board); , following the Public Offering,
any such committee shall consist of two or more members, each of whom shall be a "Non-Employee Director" within the meaning of
Rule 16b-3, as promulgated under the Act, and an "outside director" within the meaning of Section 162(m) of the Code.
 means the Class A common stock of the Company, par value $0.01 per share.
 means FairPoint Communications, Inc. a Delaware corporation, and any successor thereto.
the termination of the employment of any Participant by the Company or any of its subsidiaries shall be deemed to
be by reason of a "Disability" if, as a result of such Participant's incapacity due to reasonably documented physical or mental illness,
such Participant shall have been unable for more than six months within any 12-month period to perform his or her duties with the
Company or such subsidiary on a full-time basis and within 90 days after written notice of termination has been given to such
Participant such Participant shall not have returned to the full time performance of his or her duties. The date of termination in the
case of a termination for "Disability" shall be deemed to be the last day of the aforementioned 90-day period. Notwithstanding the
foregoing, with respect to any Participant who is a party to an employment agreement (but not any severance agreement) with the
Company, "Disability" shall have the meaning, if any, specified in such Participant's employment agreement.
 means any full-time employee of the Company or any Subsidiary.
 means any Employee that is subject to Section 16(b) of the Exchange Act with respect to equity securities of
the Company.
2
 means (i) if no Public Offering has occurred, the fair market value of a share of Common Stock as
determined in accordance with Sections 3.4 and 3.5 of the Stockholders' Agreement;  for the purpose of such
determination all outstanding Options hereunder shall be deemed to be outstanding shares of Common Stock; or, following a Public
Offering, the average of the closing sales prices for a share of Common Stock as reported on a national securities exchange for each of
the ten business days preceding the date of determination or the average of the last transaction prices for a share of Common Stock as
reported on a nationally recognized system of price quotation for each of the ten business days preceding the date of determination. In
the event that there are no Common Stock transactions reported on such exchange or system on such date, Fair Market Value shall
mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.
 means an award of Options under Section 5 of the Plan and/or an award of Restricted Stock Units under
Section 6 of the Plan.
 means, collectively, Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P.
 means the right to purchase Common Stock pursuant to the terms of the Plan at a stated price for a specified period of
time. For purposes of the Plan, an Option may be either ( ) an "Incentive Stock Option" (ISO) within the meaning of Section 422 of
the Code or () a "Nonstatutory Stock Option" (NSO). Unless the Committee shall otherwise specify at the time of grant, any Option
granted hereunder shall be a Nonstatutory Stock Option.
 means any Employee designated by the Committee to receive an Incentive Award under the Plan.
 means this FairPoint Communications, Inc. 2000 Employee Stock Incentive Plan, as set forth herein and as the same may
be amended from time to time in accordance with its terms.
 means the Amended and Restated Stock Option Plan of the Company, adopted by the Company pursuant to the
Board's resolutions dated August 20, 1998, as in effect on the date of adoption of this Plan.
 means the Company's offering of common stock to the general public through a registration statement filed with
the Securities and Exchange Commission that covers (together with prior effective registrations) ( ) not less than 50% of the then
outstanding shares of common stock of the Company on a fully diluted basis and treating all outstanding Options hereunder as
outstanding shares of Common Stock or () shares of Common Stock of the Company that will be traded on any of the New York
Stock Exchange, the American Stock Exchange or the National Association of Securities Dealers Automated Quotation System after
the close of any such general public offering.
 means the period during which Restricted Stock Units are subject to forfeiture.