Exhibit 10.30


 


FAIRPOINT
COMMUNICATIONS, INC.


 


NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT


 


THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is
made and entered into this 1st day of July, 2009, by and between FairPoint
Communications, Inc. (the “Company”) and David L. Hauser (the “Executive”).


 


W I T N
E S S E T H:


 


WHEREAS, the Company and the Executive have entered into an employment
agreement dated as of June 11, 2009 (the “Employment Agreement”)
that provides for the grant of stock options to the Executive; and


 


WHEREAS, the Company and the Executive desire to enter into this
Agreement to set forth the terms and conditions of such grant of stock options
to the Executive.


 


NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein and in the Employment Agreement, the Company and the
Executive hereby agree as follows:


 


1.                                       Confirmation of Grant, Option Price.


 


(a)                                 Confirmation of Grant. 
Subject to the restrictions and conditions of this Agreement, the
Company hereby evidences and confirms the grant to the Executive, effective as
of the date hereof (the “Grant Date”) of options to purchase from the
Company 1,600,000 Shares of Common Stock, which shall become exercisable, if at
all, as provided in Section 2 hereof (each, an “Option”, and
collectively, the “Options”).


 


(b)                                Option Price. 
The per Share exercise price for the Options shall be equal to $0.95
(the “Option Price”).


 


(c)                                 Character of Options. 
The Options granted hereunder are not intended to be “incentive stock
options” within the meaning of Section 422 of the Code.


 


2.                                       Exercisability.  The Options
shall become vested and exercisable in three installments commencing on the
first anniversary of the Grant Date, and ending on the “Normal Expiration Date”
(as defined in Section 4) unless otherwise provided herein, in the amounts
set forth below:


 




	
  Anniversary of Grant Date

  	
   

  	
  Number of Options Becoming

  Vested and Exercisable

  	
   

  
	
  1st

  	
   

  	
  533,333

  	
   

  
	
  2nd

  	
   

  	
  533,333

  	
   

  
	
  3rd

  	
   

  	
  533,334

  	
   

  






 


In the event the
Executive’s employment with the Company or any Subsidiary terminates by reason
of the Executive’s death or “Disability” (as defined in the Employment
Agreement) or under circumstances entitling the Executive to receive “Severance
Benefits” from the Company pursuant to Section 4(a) of the Employment
Agreement, any Options that have not become vested and exercisable pursuant to
the foregoing table
shall become fully vested and exercisable.


 


3.                                       Method of Exercise and Payment. 
The Options may be exercised by the Executive upon (i) the Executive’s
written notice to the Company of exercise and (ii) the Executive’s payment
of the Option Price in full at the time of exercise (x) in cash or cash
equivalents, or (y) in such other form as the Committee shall from time to
time determine, including, if so determined by the Committee, by means of a
cashless exercise mechanism or by means of an assignment by the Executive to
the Company of the 


 

















 


right to receive cash
proceeds from the sale of any Common Stock subject to the Options.  As soon as practicable after receipt of a
written exercise notice and payment in full of the exercise price of any
exercisable Options, but subject to Section 5 below, the Company shall
deliver to the Executive a certificate or certificates representing the shares
of Common Stock acquired upon the exercise thereof, registered in the name of
the Executive; provided  that, if the Committee, in its sole
discretion, determines that, under applicable securities laws, any certificates
issued under this Section 3 must bear a legend restricting the transfer of
such Common Stock, such certificates shall bear the appropriate legend.


 


4.                                       Termination of Options.


 


(a)                                 Special Termination. 
In the event that the Executive’s employment with the Company or any
Subsidiary terminates by reason of (i) the Executive’s death, (ii) the
Executive’s “Disability” (as defined in the Employment Agreement), (iii) the
early retirement of the Executive with the consent of the Committee, (iv) the
resignation or retirement of the Executive after the third anniversary of the
“Employment Date” (as defined in the Employment Agreement) or (v) under
circumstances entitling the Executive to receive “Severance Benefits” from the
Company pursuant to Section 4(a) of the Employment Agreement (each a
“Special Termination”), then any Options held by the Executive which are
vested and exercisable at the time of such Special Termination (including any
Options that become vested and exercisable in connection with such Special
Termination) may be exercised by the Executive or the Executive’s beneficiary
as designated in accordance with Section 7, and if no such beneficiary is
named, by the Executive’s estate, at any time prior to two (2) years
following the Executive’s termination of employment or the tenth anniversary of
the Grant Date (the “Normal Expiration Date”) of the Options, whichever
period is shorter, and any Options held by the Executive that are not then (or
become) vested and exercisable shall terminate and be canceled immediately upon
such Special Termination.


 


(b)                                  Termination for Cause. 
Unless otherwise determined by the Committee, in the event the
Executive’s employment with the Company or any Subsidiary is terminated by the
Company or any such Subsidiary for “Cause” (as defined in the Employment
Agreement), all Options held by the Executive, whether or not then vested or
exercisable, shall terminate and be canceled immediately upon such termination
of employment.


 


(c)                                   Other Termination of Employment. 
In the event that the Executive’s employment with the Company or any
Subsidiary terminates for any reason other than (i) a Special Termination
or (ii) for Cause, then any Options held by the Executive which are vested
and exercisable at the date of the Executive’s termination of employment shall
be exercisable at any time up until the 60th day following the Executive’s
termination of employment (or, in the event that the Executive dies after
terminating his employment, but within the period during which the Options
would otherwise be exercisable hereunder, the 120th day after the date of the
Executive’s death) or the Normal Expiration Date of the Options, whichever
period is shorter, and any Options held by the Executive that are not then
vested and exercisable shall terminate and be canceled immediately upon such termination
of employment.


 


5.                                       Tax Withholding.  Whenever
Common Stock is to be issued pursuant to the exercise of an Option or any cash
payment is to be made hereunder, the Company shall have the power to withhold,
or require the Executive to remit to the Company, an amount sufficient to
satisfy the minimum amount of any federal, state, and local withholding tax
requirements relating to such transaction, and the Company may defer payment of
cash or issuance of Common Stock until such requirements are satisfied.


 


6.                                       Nontransferability.  No Options
granted hereby may be sold, transferred, pledged, assigned, encumbered or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  Following the
Executive’s death, all rights with respect to Options that were exercisable 


 


2

















 


at the time of the
Executive’s death and have not terminated shall be exercised by his or her
designated beneficiary, his or her estate or, if applicable, a Permitted
Transferee.


 


7.                                       Beneficiary Designation.  The Executive
may from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under this Agreement is to be
exercised in case of his or her death. 
Each designation will revoke all prior designations by the Executive,
shall be in a form reasonably prescribed by the Committee, and will be
effective only when filed by the Executive in writing with the Committee during
his or her lifetime.  If no beneficiary
is named, or if a named beneficiary does not survive the Executive, the
Executive’s estate may exercise the Executive’s rights under the Plan.


 


8.                                       Requirements of Law.  The issuance
of shares of Common Stock pursuant to the Options shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.  No shares of Common Stock shall be issued
upon exercise of any Options granted hereunder, if such exercise would result
in a violation of applicable law, including the U.S. federal securities laws or
state securities laws.


 


9.                                       No Guarantee of Employment. 
Nothing in this Agreement shall interfere with or limit in any way the
right of the Company or any Subsidiary to terminate the Executive’s employment
at any time, or confer upon the Executive any right to continue in the employ
of the Company or any Subsidiary.


 


10.                                 No Rights as Stockholder. 
Except as otherwise required by law, the Executive shall not have any
rights as a stockholder with respect to any Shares of Common Stock covered by
the Options granted hereby until such time as the shares of Common Stock
issuable upon exercise of the Options have been so issued.


 


11.                                 Interpretation; Construction. 
The Committee shall have the responsibility of construing and
interpreting this Agreement.  Any
determination or interpretation by the Committee under or pursuant to this Agreement
shall be made in its sole discretion and shall be final and conclusive on all
persons affected hereby for all purposes.


 


12.                                 Modification and Waiver. 
Any of the
terms or conditions of this Agreement may be waived in writing at any time by
the party which is entitled to the benefits thereof, and this Agreement may be
modified or amended at any time by the Company and the Executive.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall such waiver constitute a continuing
waiver.


 


13.                                 Adjustments.


 


(a)                                 Changes in Capitalization. 
In the event of any Adjustment Event (other than the restructuring
described in Section 13(b)), the Options shall be adjusted in the same
manner in which outstanding options awarded under the FairPoint Communications, Inc.
2008 Long Term Incentive Plan are adjusted pursuant to Section 3.4 of such
Plan.


 


(b)                                Other Restructuring.  If, prior to December 31,
2010, the Company completes a restructuring in any manner of its indebtedness
and such restructuring includes a cancellation or exchange of all or part of
the Company’s indebtedness for Shares of Common Stock that results in a
reduction in the value of the Shares of Common Stock, then the number of Shares
subject to the Options and the per Share Option Price will each be adjusted in
a manner that satisfies the requirements of Code Section 409A and results
in (i) the excess of the aggregate Fair Market Value of the Shares subject
to the Options immediately after the restructuring over the aggregate
post-restructuring Option Price of such Options to be equal to the excess of
the aggregate pre-restructuring fair market value of the Shares subject to the
Options over the aggregate pre-restructuring Option Price of such Options and (ii) on
a Share by Share comparison, the ratio of 


 


3

















 


the Option Price
to the Fair Market Value of Common Stock immediately after the restructuring to
not be greater than such ratio immediately prior to the restructuring.  For purposes of the foregoing, the
pre-restructuring fair market value of a Share of Common Stock shall be equal
to the average closing price of the Common Stock during the 5 trading day
period ending with the third trading day immediately preceding the public
announcement of the restructuring.  The
Company and the Executive have previously exchanged examples of how the Options
and the per Share Option Price will be adjusted pursuant to this Section 13(b) upon
the completion of a restructuring of the Company’s indebtedness.


 


14.                                 Miscellaneous.


 


(a)                                 Notices.  All notices,
requests, demands and other communications which are required or permitted
hereunder shall be sufficient if given in writing and delivered personally or
by reputable overnight courier or registered or certified mail, postage
prepaid, or by facsimile transmission (with a copy simultaneously sent by
registered or certified mail, postage prepaid), as follows (or to such other
address as shall be set forth in a notice given in the same manner):


 


If to the Company,
to:


 


FairPoint
Communications, Inc.


521 East Morehead
Street, Suite 500


Charlotte, North
Carolina 28202


Facsimile:  (704) 344-1594


Attn:  Shirley J. Linn, Esq.


 


If to the
Executive, to:


 


Most recent
address on the Company’s


employment records
for the Executive


 


(b)                                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.


 


(c)                                   Applicable Law.  This
Agreement shall be governed by and construed in accordance with the law of the
State of Delaware, regardless of the law that might be applied under principles
of conflict of laws.


 


(d)                                  Section and Other Headings. 
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.


 


(e)                                   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 be deemed to be one
and the same instrument.


 


15.                                 Definitions.  Capitalized terms used herein without
definition shall have the meaning given in the FairPoint Communications, Inc.
2008 Long Term Incentive Plan.  However,
the Options shall not be issued or granted under the FairPoint Communications, Inc.
2008 Long Term Incentive Plan or otherwise be subject to the terms and
conditions of such plan.


 


[Signature Page Follows]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed in duplicate as of the date first above written.


 


 


	
   

  	
  FAIRPOINT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shirley J. Linn

  
	
   

  	
  Name:

  	
  Shirley J. Linn

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ David L. Hauser

  
	
   

  	
  David L. Hauser

  



 


5