FairPoint Communications 2003 Annual Report Download - page 88

 means the right to receive a share of Common Stock in accordance with the terms and conditions of
Section 6 hereof that is forfeitable by the Participant until the achievement of a specified period of future service or otherwise as
determined by the Committee or in accordance with the terms of the Plan.
 means termination of a Participant's employment on or after the date the Participant attains age 65.
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 means the Stockholders' Agreement, dated as of January 20, 2000, among the Company and
holders of the Common Stock, as amended and in effect from time to time.
 means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more of the
voting power of all classes of stock entitled to vote and any other business organization, regardless of form, in which the Company
possesses directly or indirectly 50% or more of the total combined equity interests.
 means Thomas H. Lee Equity Fund IV, L.P. and the parties listed on Schedule A to Stockholders' Agreement.
(b) . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the plural shall include the singular.
3. Powers of The Committee
The Committee shall be responsible for the administration of the Plan, including, without limitation, determining which Employees
receive Incentive Awards, what kind of Incentive Awards are granted under the Plan and for what number of shares, and the other terms and
conditions of each such Incentive Award. The Committee may establish different terms and conditions for different types of Incentive Awards,
for different Participants receiving the same type of Incentive Award and for the same Participant for each Incentive Award such Participant
may receive, whether or not granted at different times. The Committee shall have the responsibility of construing and interpreting the Plan
and of establishing and amending such rules and regulations as it may deem necessary or desirable for the proper administration of the
Plan. Any decision or action made or taken or to be taken by the Committee in connection with the construction, administration,
interpretation and effect of the Plan and of the Committee's rules and regulations, shall, to the maximum extent permitted by applicable law,
be within the Committee's absolute discretion (except as otherwise specifically provided herein) and shall for all purposes be final, conclusive
and binding upon the Company, all Participants and any person claiming under or through any Participant, and shall be given deference in
any proceeding with respect to, or arising out of, the Plan. The Committee may consult with legal counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.
4. Common Stock Subject to Plan
(a) . Subject to the provisions of Section 4(b) and (c), the number of shares of Common Stock subject to Incentive Awards
under the Plan may not exceed a sum of 10,019,200 shares of Common Stock plus the number of shares of Common Stock available for
grant under the Prior Plan on the date this Plan is adopted and the shares (if any) which, after the effective date of the Plan, become available
for Incentive Awards under this Plan in accordance with Section 4(b) below. The maximum number of shares of Common Stock subject to
Incentive Awards granted to any single Participant in any calendar year is 1,500,000 shares of Common Stock. Without limiting the
generality of the foregoing, whenever shares are received by the Company in connection with the exercise of any Option granted under the
Plan, only the net number of shares actually issued shall be counted against the foregoing limit. The shares to be delivered under the Plan
may consist, in whole or in part, of treasury Common Stock or authorized but unissued Common Stock not reserved for any other purpose.
(b) . Any shares of Common Stock subject to any Incentive Award granted
hereunder or under the Prior Plan which for any reason is cancelled or forfeited, terminated or otherwise settled without the lapse of
restriction or the issuance of any Common Stock shall be available for further purchase or grant under the Plan.
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(c) . In the event of any Common Stock dividend or Common Stock split, recapitalization (including,
without limitation, the payment of an extraordinary cash dividend), merger, consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate change or other similar event that affects the Common Stock such that an
adjustment is required to preserve, or to prevent enlargement of, the benefits or potential benefits made available under this Plan, the
Committee shall, in such manner as the Committee shall deem equitable, adjust any or all of () the number and kind of shares of capital
stock which thereafter may be offered and sold under the Plan (including, without limitation, adjusting the limits on the number and types of
Incentive Awards that may be made under the Plan), () the number and kinds of shares of capital stock subject to outstanding Incentive
Awards and () the exercise price with respect to any Options. Additionally, the Committee may make provisions for a cash payment to a
Participant or a person who has an outstanding Incentive Award in lieu of, or as a part of, such adjustment. However, the number of shares
of capital stock subject to any Incentive Award shall always be a whole number.
5. Stock Options