EXHIBIT 10.21


 


RESTRICTED
STOCK AGREEMENT


 


This Restricted Stock Agreement, dated as of the
    day of                     ,
20    (the “Grant Date”), 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. 2008
Long Term 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) hereof
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

  	
   

  
	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
  %

  	
   

  






 


(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, (ii) if the
Grantee’s employment is terminated because of the Grantee’s death during the
Period of Restriction, any Shares underlying the Restricted Stock shall become
vested and nonforfeitable, and (iii) if the Grantee’s


 

















 


employment is terminated for any reason other than death or a
Qualifying Termination of Employment 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)                                  Failure to Relocate to the Charlotte,
North Carolina Area.  Notwithstanding anything contained in this
Agreement to the contrary, if the Grantee fails to relocate his principal
residence to the Charlotte, North Carolina metropolitan area by August 31,
20   , any Restricted Stock held by the Grantee for which the
Period of Restriction has not then expired shall be forfeited and canceled as
of August 31, 20   .


 


(d)                                 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 and the right to receive dividends, but shall
otherwise enjoy none of the rights of a stockholder 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 (INCLUDING FORFEITURE) CONTAINED IN THE FAIRPOINT COMMUNICATIONS,
INC. 2008 LONG TERM 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.


 

















 


(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)                                    Tax Withholding. 
The Company shall have the right to deduct from all amounts paid to
Grantee in cash or otherwise (including with respect to dividends paid on
Grantee’s Restricted Stock) any taxes required by law to be withheld.  Further, to the extent required by law, the
Company shall deduct from Grantee’s pay any taxes on dividends received by
Grantee with respect to the Restricted Stock and shall report such dividends on
Grantee’s W-2 statement as ordinary income.


 


(g)                                 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.


 


(h)                                 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.


 


(i)                                     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 —


 

















 


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


 


	
   

  	
  FAIRPOINT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


Schedule
A


 


	
  Grantee

  	
   

  	
   

  
	
  Grant
  Date

  	
   

  	
   

  
	
  Total
  Number of Shares of Restricted Stock Which Have Been Granted

  	
   

  	
   

  



 

















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:                                                      ,