FairPoint Communications 2004 Annual Report Download - page 460

Exhibit 10.21
FAIRPOINT COMMUNICATIONS, INC. 2005 STOCK INCENTIVE PLAN
ARTICLE I
PURPOSES
This FairPoint Communications, Inc. 2005 Stock Incentive Plan is intended to foster and promote the long-term financial success of the
Company and the Subsidiaries and increase total shareholder returns by ( i) motivating superior performance by means of performance-related incentives,
(ii) encouraging and providing for the acquisition of an ownership interest in the Company by its employees and directors and ( iii) enabling the Company and
its Subsidiaries to attract and retain the services of outstanding employees, consultants and directors upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent. Capitalized terms are defined in Article XIII.
ARTICLE II
POWERS OF THE COMMITTEE
2.1 Power to Grant Awards. The Committee shall determine the Participants to whom Awards shall be granted, the type or types of Awards to
be granted and the terms and conditions of any and all such Awards. The Committee may establish different terms and conditions for different types of
Awards, for different Participants receiving the same type of Award and for the same Participant for each Award such Participant may receive, whether or not
granted at different times.
2.2 Administration. The Committee shall be responsible for the administration of the Plan, including, without limitation, determining which
Participants receive Awards, what kind of Awards are made under the Plan and for what number of shares, and the other terms and conditions of each such
Award. The Committee shall have the responsibility of construing and interpreting the Plan and of establishing, amending and rescinding such rules and
regulations as it may deem necessary or desirable for the proper administration of the Plan. Any decision or action taken or to be taken by the Committee,
arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations, shall, to the greatest
extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive and binding
upon the Company and its Subsidiaries, all Participants and any person claiming under or through any Participant. No term of this Plan relating to ISOs
shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under section
422 of the Code.
2.3 Delegation by the Committee. The Committee may delegate its authority under this Plan; provided that the Committee shall in no event
delegate its authority with respect to the compensation of the Chief Executive Officer of the Company, the other four most highly compensated executive
officers (as determined under Section 162(m) of the Code and regulations thereunder) of the Company and any other individual whose