FairPoint Communications 2004 Annual Report Download - page 473

on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
“Committee” means the Compensation Committee of the Board, or when section 162(m) of the Code or Rule 16b promulgated under the
Act would require action to be taken by a committee of “outside directors” or “Non-Employee Directors,” as the case may be, the “Committee” shall,
if appropriate, be deemed to refer to a subcommittee of the Compensation Committee that consists of two or more members meeting such
requirements, or the full Board in the absence of such a subcommittee.
“Common Stock” means the common stock of the Company, par value $.01 per share.
“Company” means FairPoint Communications, Inc., a Delaware corporation, and any successor thereto.
“Deferred Amount” has the meaning given in Section 8.1.
“Deferred Share” means the deferred share units that confer upon a Participant the right to receive Shares at the end of a specified deferral
period as set forth in Article VIII.
“Disability” means, unless otherwise provided in an Award, a long-term disability within the meaning of the long-term disability or other
similar program then applicable to a Participant or, in the absence of any such program, as determined by the Committee; provided that with respect
to any Participant who is a party to an employment agreement with the Company or a Subsidiary, “Disability” shall have the meaning, if any,
specified in such agreement.
“Dividend Equivalents” means dividends paid by the Company with respect to Shares corresponding to Awards awarded under the Plan.
“Employee” means any officer, employee or consultant of the Company or any Subsidiary, or any director of the Company or any
Subsidiary.
“Fair Market Value” means, as of any date of determination, the closing price of a Share on the New York Stock Exchange (or on such
other recognized market or quotation system on which the trading prices of Common Stock are traded or quoted at the relevant time). 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 of a
Share on the immediately preceding day on which Common Stock transactions were so reported.
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