FairPoint Communications 2004 Annual Report Download - page 481

(b) Legend. Until the expiration of the Period of Restriction, each certificate evidencing Shares subject to the Grantee’s Restricted Stock shall be
registered in the Grantee’s name and shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE FAIRPOINT COMMUNICATIONS, INC. 2005 STOCK
INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO THEREUNDER, AND NEITHER THIS CERTIFICATE NOR
THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH PLAN
AND AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.”
5. Change in Control. In the event of a Change in Control, all of the Grantee’s Shares of Restricted Stock shall be treated in accordance with the
provisions of Article IX of the Plan.
6. Section 409A of the Code. In connection with the Grantee’s termination of employment, the settlement of the Grantee’s Restricted Stock shall not
be made before the first business day that is six months and one day after the date of the Grantee’s termination of employment (or, if earlier, upon death) if the
Committee reasonably believes the Grantee is a “specified employee” (within the meaning of Section 409A of the Code) and the Restricted Stock is subject to
Section 409A(a)(2)(B) of the Code. Notwithstanding anything to the contrary in the Plan or this Agreement, the Committee may in its absolute discretion alter
or amend any of the provisions of this Agreement if such alteration or amendment would be required to comply with Section 409A of the Code or any
regulations promulgated thereunder.
7. Miscellaneous.
(a) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective
successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this
Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision
contained herein.
(b) Amendment. This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee
and the Company.
(c) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by
the Company or Grantee without the prior written consent of the other party; provided that the Company
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