FairPoint Communications 2004 Annual Report Download - page 472

Participant’s employment agreement. The determination as to whether “Cause” has occurred shall be made by the Committee, which shall have the
authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or omissions constituting “Cause.”
“Change in Control” means the first occurrence of any of the following events (other than a Public Offering):
(i) the members of the Board (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority
of the members of the Board, provided that any director whose election, or nomination for election by the Company’s stockholders, was approved by
a vote of at least a majority of the members of the Board other than as a result of a proxy contest, or any agreement arising out of an actual or
threatened proxy contest, shall be treated as an Incumbent Director;
(ii) the acquisition by any person, entity or “group” (as defined in Section 13(d) the Act), other than the Company, the Subsidiaries,
any employee benefit plan of the Company or the Subsidiaries, any Kelso Entity or any Affiliate of any Kelso Entity, any THL Entity or any
Affiliate of any THL Entity, of 50% or more of the combined voting power of the Company’s then outstanding voting securities;
(iii) the merger or consolidation of the Company, as a result of which persons who were stockholders of the Company immediately
prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power
entitled to vote generally in the election of directors of the merged or consolidated company;
(iv) the liquidation or dissolution of the Company other than a liquidation into the Company or into any Subsidiary; and
(v) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that
are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company, any Kelso Entity or any THL Entity.
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur in the event the Company files for bankruptcy, liquidation or
reorganization under the United States Bankruptcy Code.
“Change in Control Price” means the price per Share offered in conjunction with any transaction resulting in a Change in Control on a
fully-diluted basis (as determined in good faith by the Committee as constituted before the Change in Control, 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 a Share
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