FairPoint Communications 2004 Annual Report Download - page 476

ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.1 Nontransferability of Awards. No Award shall be assignable or transferable except by will or the laws of descent and distribution;
provided that the Committee may permit (on such terms and conditions as it shall establish) a Participant to transfer an Award for no consideration to the
Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-
in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or
employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control
the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests (“ Permitted
Transferees”). Except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant.
All rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant or, if
applicable, his or her Permitted Transferee(s). The rights of a Permitted Transferee shall be limited to the rights conveyed to such Permitted Transferee, who
shall be subject to and bound by the terms of the agreement or agreements between the Participant and the Company. Notwithstanding the foregoing, no ISO
shall be assignable or transferable except by will or the laws of descent and distribution, and during a Participant’s lifetime, shall be exercisable only by the
Participant.
14.2 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his
death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only
when filed by the Participant in writing with the Committee during his lifetime. In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his or her estate.
14.3 No Guarantee of Employment or Participation . Nothing in the Plan shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant’s employment at any time, nor to confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Awards.
14.4 Tax Withholding. The Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under this Plan or
otherwise) any taxes required by law to be withheld in respect of Awards under this Plan. In the case of any Award satisfied in the form of Shares, no Shares
shall be issued unless and until arrangements satisfactory to the Committee shall have been made to satisfy any withholding tax obligations applicable with
respect to such Award. Without limiting the
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