FairPoint Communications 2009 Annual Report Download - page 199

Table of Contents
In 2009, each non-employee director received an annual fee of $55,000 for serving as a director. In addition, an annual fee of $10,000 was paid for
serving as the chairperson of FairPoint's compensation committee or corporate governance committee and an annual fee of $20,000 was paid for serving
as the chairperson of FairPoint's audit committee. An annual fee of $10,000 was paid to FairPoint's lead director.
FairPoint's non-employee directors also receive an annual award of approximately $45,000 in the form of restricted stock or restricted units, at the
recipient's option, which are issued under FairPoint's 2005 Stock Incentive Plan or 2008 Long Term Incentive Plan. These awards vest in four quarterly
installments from the grant date, and the holders thereof are entitled to receive dividends or dividend equivalents on such awards from the date of grant,
whether or not vested. Effective March 31, 2010, this equity award was changed to a $45,000 annual cash award, payable quarterly.
On September 3, 2008, the corporate governance committee of the board of directors determined that, from time to time, members of special
purpose committees of the board of directors should be awarded appropriate compensation for their services to such committees. They also determined
that members of the board of directors' succession planning committee would receive compensation because of the time requirements, confidentiality
requirements and the importance of the committee's work. The chairperson of the committee will receive $25,000 for her service and each committee
member will receive $15,000. One half of this fee was paid in September 2008 and the remainder was paid in June 2009.
FairPoint's employee directors do not receive any compensation for serving on its board of directors.
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(1) See the discussion preceding this table for the general method used to determine each non-employee director's cash compensation. For fiscal
2009, the particular components paid as cash compensation in excess of each non-employee director's $55,000 retainer were as follows:
Garrison-Corbin ($6,304 as chair of corporate governance committee and $7,500 as member of succession planning committee); Gilbane
($5,000 as chair of compensation committee); Hauser ($5,000 as chair of compensation committee); Kennedy ($7,500 as member of succession
planning committee); Lilly ($20,000 as chair of audit committee and $7,500 as member of succession planning committee); Newman ($10,000
as lead director and $12,500 as chair of succession planning committee); Tuttle ($3,750 as chair of corporate governance committee).
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Patricia
Garrison-
Corbin(3) 48,478 42,762 — — — — 91,240
Thomas F.
Gilbane, Jr.(4) 60,000 40,479 — — — — 100,479
David L.
Hauser(5) 32,500 42,762 — — — — 75,262
Robert A.
Kennedy(4)(6) 48,750 40,479 — — — — 89,229
Claude C. Lilly 82,500 42,762 — — — — 125,262
Robert S. Lilien 55,000 42,204 — — — — 97,204
Jane E. Newman 77,500 40,893 — — — — 118,393
Michael R.
Tuttle(4) 58,750 40,479 — — — — 99,229