FairPoint Communications 2004 Annual Report Download - page 132

In the event of a change in control (as defined in the 2005 stock incentive plan), all awards other than stock options and stock
appreciation rights granted under the 2005 stock incentive plan will become vested and shall be immediately transferable or payable. All
outstanding stock options and stock appreciation rights shall, at the discretion of the compensation committee, become fully exercisable or be
canceled in exchange for a payment in cash equal to the product of (i) the excess of the change in control price over the option exercise price or
stock appreciation right base price, as applicable, and (ii) the number of shares of common stock covered by such stock option or stock
appreciation right. Notwithstanding the foregoing, if the compensation committee determines before the change in control either that all
outstanding awards will be honored or assumed by the acquirer, or alternative awards with equal or better terms will be made available, such
outstanding awards will not be canceled, their vesting and exercisability will not be accelerated, and there will be no payment in exchange for
such awards. Any alternative awards offered must generally:
•be based on stock that is traded on an established securities market, or that will be so traded within 60 days of the change in
control;
•have rights and entitlements (such as vesting, exercisability and payment) that are substantially equivalent to or better than the
rights and entitlements of the awards related to our stock;
•have substantially equivalent economic value, at the time of the change in control, to the awards in respect of our stock; and
•provide that, upon the involuntary termination or constructive termination of the participant's employment (including a
relocation of the participant's principal place of work to a location more than 50 miles from the pre-change in control location),
the awards will be deemed vested or exercisable and any restrictions on transfer shall lapse, as the case may be.
Awards under the 2005 stock incentive plan will generally not be assignable or transferable other than by will or by the laws of descent
and distribution, except that the compensation committee may permit certain transfers to the participant's family members or to certain
entities controlled by the participant or his or her family members.
The 2005 stock incentive plan will expire on the day prior to the first meeting of our stockholders in 2009 at which directors will be
elected. However, the board of directors or our compensation committee may at any time, and from time to time, amend, modify or terminate
the 2005 stock incentive plan. The expiration of the term of the 2005 stock incentive plan, or any amendment, suspension or termination,
will not adversely affect any outstanding award held by a participant without the consent of the participant. However, our compensation
committee may, in its absolute discretion, alter or amend any of the provisions of the 2005 stock incentive plan if such alteration or
amendment would be required to comply with Section 409A of the Internal Revenue Code or any regulations promulgated thereunder.
The following table sets forth the awards of restricted stock under our 2005 stock incentive plan which were granted to the executive
officers named in our management table on February 15, 2005:






Eugene B. Johnson 189,488
Peter G. Nixon 56,846
Valeri A. Marks 44,213
Walter E. Leach, Jr. 94,744
Shirley J. Linn 44,213
Lisa R. Hood 18,948
Timothy W. Henry 9,474
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