Exhibit 10.36


FORM OF RESTRICTED STOCK AGREEMENT


 


This Restricted Stock Agreement, dated as of the Grant
Date set forth on the signature page hereof, between FairPoint Communications,
Inc., a Delaware corporation (the “Company”), and the grantee whose name
appears on Schedule A hereto (the “Grantee”), is being entered into
pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the “Plan”).  Capitalized
terms used herein without definition have the meaning given in the Plan.


1.  Grant of Restricted
Stock.  The Company hereby evidences
and confirms its grant to the Grantee, effective as of the date hereof (the “Grant
Date”), of the number of Shares specified on Schedule A hereto under the
heading “Restricted Stock.”  All Shares
received by the Grantee under this Agreement are subject to the restrictions
contained herein and are referred to as “Restricted Stock.”  This Agreement is subordinate to, and the
terms and conditions of the Restricted Stock granted hereunder are subject to,
the terms and conditions of the Plan, which are incorporated by reference
herein.  If there is any inconsistency
between the terms hereof and the terms of the Plan, the terms of the Plan shall
govern.


2.  Vesting of Restricted Stock.


(a)  Restricted
Period.  Except for transfers to
Permitted Transferees approved by the Committee and transfers by will or by the
laws of descent and distribution, the Restricted Stock granted hereby may not
be sold, assigned, transferred, pledged, hypothecated or otherwise directly or
indirectly encumbered or disposed of until the end of the Period of
Restriction.  Subject to the Grantee’s
continuous employment with the Company or a Subsidiary, and except as provided
in Section 2(b)(i) or Article IX of the Plan, the Period of Restriction shall
lapse, and the Restricted Stock shall become vested, according to the schedule
set forth below:


	
  Date

  	
   

  	
  % of
  Restricted Stock Becoming Vested

  	
   

  
	
  April 1, 2006

  	
   

  	
  25%

  	
   

  
	
  April 1, 2007

  	
   

  	
  25%

  	
   

  
	
  April 1, 2008

  	
   

  	
  25%

  	
   

  
	
  April 1, 2009

  	
   

  	
  25%

  	
   

  



 


(b)  Termination
of Employment.  Notwithstanding
anything contained in this Agreement to the contrary, (i) if the Grantee’s
employment is terminated by reason of a Qualifying Termination of Employment
during the Period of Restriction, a pro rata portion of any Shares underlying
the Restricted Stock shall become vested and nonforfeitable, based upon the
percentage of which the numerator is the portion of the Period of Restriction
that expired prior to the Grantee’s termination and the denominator is the
number of days in the Period of Restriction., and the remaining Restricted
Stock for


 





















 


which
the Period of Restriction has not then expired shall be forfeited and canceled
as of the date of such termination, and (ii) if the Grantee’s employment
is terminated for any other reason during the Period of Restriction, any
Restricted Stock held by the Grantee for which the Period of Restriction has
not then expired shall be forfeited and canceled as of the date of such
termination.


(c)  Committee
Discretion.  Notwithstanding anything
contained in this Agreement to the contrary, the Committee, in its sole
discretion, may accelerate the expiration date of the Period of Restriction
with respect to any Restricted Stock under this Agreement, at such times and
upon such terms and conditions as the Committee shall determine.


3.  Grantee’s
Representations, Warranties and Covenants.


(a)  Investment
Intention.  The Grantee represents
and warrants that the Restricted Stock has been, and any Shares will be,
acquired by the Grantee solely for the Grantee’s own account for investment and
not with a view to or for sale in connection with any distribution
thereof.  The Grantee further
understands, acknowledges and agrees that the Restricted Stock, and any Shares,
may not be transferred, sold, pledged, hypothecated or otherwise disposed of
except to the extent expressly permitted hereby and at all times in compliance
with the U.S. Securities Act of 1933, as amended, and the rules and regulations
of the Securities Exchange Commission thereunder, and in compliance with
applicable state securities or “blue sky” laws and non-U.S. securities laws.


4.  Grantee’s
Rights with Respect to Restricted Stock.


(a)  Rights
as Stockholder.  The Grantee shall
have, with respect to all Restricted Stock, the right to vote such Restricted
Stock, but shall otherwise enjoy none of the rights of a stockholder (including
the right to receive dividends and Dividend Equivalents) unless and until the
expiration of the Period of Restriction with respect to such Restricted Stock.  Any securities issued to or received by the
Grantee with respect to Restricted Stock as a result of a stock split, a
combination of shares or any other change or exchange of the Restricted Stock
for other securities, by reclassification, reorganization, distribution,
liquidation, merger, consolidation, or otherwise, shall have the same status,
be subject to the same restrictions and bear the same legend as the Shares of
Restricted Stock such securities are issued for, and shall be held by the
Company for as long as the Shares of 
Restricted Stock such securities are issued for are so held, unless
otherwise determined by the Committee.


(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


2





















 


(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 may assign
all or any portion of its rights or obligations under this Agreement to one or
more persons or other entities designated by it.


3





















 


(d)  Applicable
Law.  This Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware,
without reference to principles of conflict of laws which would require
application of the law of another jurisdiction, except to the extent that the
corporate law of the State of Delaware specifically and mandatorily applies.


(e)  Severability;
Blue Pencil.  In the event that any
one or more of the provisions of this Agreement shall be or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not be
affected thereby.  If, in the opinion of
any court of competent jurisdiction such covenants are not reasonable in any
respect, such court shall have the right, power and authority to excise or
modify such provision or provisions of these covenants as to the court shall
appear not reasonable and to enforce the remainder of these covenants as so
amended.


(f)  Consent
to Electronic Delivery.  By executing
this Agreement, Grantee hereby consents to the delivery of information
(including, without limitation, information required to be delivered to the
Grantee pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, and the Restricted Stock via Company web site or other
electronic delivery.


(g)  Section
and Other Headings, etc.  The section
and other headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.


(h)  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.


— Signature page follows —


 


4





















IN WITNESS WHEREOF, the Company and Grantee have
executed this Agreement as of the Grant Date.


	
   

  	
  FAIRPOINT
  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


5





















 


Schedule
A


 


	
  Grantee

  	
   

  
	
  Grantee’s
  Address

  	
   

  
	
  Grant
  Date

  	
   

  
	
  Total Number of Shares of Restricted

  Stock
  Which Have Been Granted

  	
   

  



 


6





















 


STOCK POWER


 


FOR VALUE RECEIVED,
the undersigned,                                                                                              ,


hereby assigns and transfers
to the Secretary of FairPoint Communications, Inc., a Delaware corporation (the
“Company”), ____ shares of common stock, par value $.01 per share, of the
Company, standing in the undersigned’s name on the books of the Company,
represented by Certificate No. ____ herewith and does hereby irrevocably
constitute and appoint the Secretary of the Company attorney to transfer said
stock on the books of the Company with full power of substitution in the
premises.


 


 


	
   

  	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


7