Exhibit 10.29


 


FAIRPOINT COMMUNICATIONS, INC.


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS RESTRICTED STOCK AWARD AGREEMENT (this “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 restricted stock 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 restricted stock 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.                                       Grant of Restricted Stock.  Subject to the restrictions
and conditions of this Agreement, the Company hereby evidences and confirms
that the Company shall issue to the Executive in book entry form on each of the
dates in the following table that number of whole Shares of Common Stock
determined by dividing the amount specified in the table opposite each such
date by the “Company Stock Value” (as defined below) as of each such date.


 


	
  Date of Issuance

  	
   

  	
  Value of Shares to be Issued

  	
   

  
	
  Date of this Agreement

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  First anniversary of date of this Agreement

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  Second anniversary of date of this Agreement

  	
   

  	
  $

  	
  1,750,000

  	
   

  



 


The term “Company Stock Value”
as of each date for the issuance of Shares pursuant to this Agreement shall be
equal to the average closing prices of the Company’s Common Stock during the 30
calendar days immediately preceding each such date of issuance.


 


Notwithstanding the foregoing, (i) in
the event the Executive’s employment with the Company terminates prior to the
second anniversary of the date of this Agreement 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 (each a
“Special Termination”), the Company shall issue to the Executive as of
the date of such termination all remaining Shares that would have been issued
to the Executive pursuant to the immediately preceding paragraph based on the
Company Stock Value as of the date of such termination and (ii) in the
event the Executive’s employment with the Company terminates prior to the
second anniversary of the date of this Agreement for any reason other than a
Special Termination, the Company shall not issue any additional Shares to the
Executive pursuant to this Agreement.


 


All Shares issued to the Executive pursuant
to this Paragraph 1 shall be subject to the restrictions contained herein and
are referred to as “Restricted Stock.”


 


2.                                       Vesting.


 


(a)                                  Lapse of Period
of Restriction.  The
Restricted Stock 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 Executive’s continuous employment with the Company, the Period of
Restriction shall lapse, and 100% of the Restricted Stock shall become vested,
on July 1, 2012.


 

















 


(b)                                 Termination of
Employment Prior to Lapse of Period of Restriction.  Notwithstanding anything contained in this
Agreement to the contrary, in the event the Executive’s employment with the
Company terminates prior to lapse of the Period of Restriction pursuant to
Paragraph 2(a) above by reason of a Special Termination, the Period of
Restriction shall lapse, and 100% of the Restricted Stock (including any
Restricted Stock issued to the Executive in connection with the termination of
the Executive’s employment) shall become vested.  In the event the Executive’s employment with
the Company terminates prior to the lapse of the Period of Restriction pursuant
to Paragraph 2(a) above for any reason other than a Special Termination,
the Restricted Stock held by the Executive for which the Period of Restriction
has not then expired shall be forfeited and canceled as of the date of such
termination.


 


3.                                       Executive’s Rights with Respect to
Restricted Stock.


 


(a)                                  Issuance of
Additional Restricted Stock.  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 the reduction
in the value of the Restricted Stock issued to the Executive on the date of
this Agreement, then the Company shall issue that number of additional Shares
of Restricted Stock to the Executive determined by dividing such reduction by
the Fair Market Value of the Shares immediately following the completion of the
restructuring.  For purposes of the
foregoing, the reduction in value shall be equal to the excess of (i) the
Fair Market Value of the Shares issued to the Executive on the date of this
Agreement immediately following the completion of the restructuring over (ii) the
product of (A) the number of such Shares and (B) 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 the methodology for determining
the additional Shares of Restricted Stock the Executive would be entitled to receive
pursuant to this Paragraph 3(a) upon the completion of a restructuring of
the Company’s indebtedness.


 


(b)                                 Dividends.  All dividends paid with respect to the
Restricted Stock prior to the lapse of the Period of Restriction shall be
reinvested in additional Shares, and such additional Shares shall have the same
status, be subject to the same restrictions and bear the same legend as the
Shares of Restricted Stock, and shall be held by the Company for as long as the
Shares of Restricted Stock are so held.


 


(c)                                  Other
Stockholder Rights.  The Executive
shall have, with respect to all issued Restricted Stock, the right to vote such
Restricted Stock, but shall otherwise enjoy none of the rights of a stockholder
unless and until the lapse of the Period of Restriction with respect to such
Restricted Stock.  Any securities issued
to or received by the Executive with respect to the 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.


 


(d)                                 Legend.  Until the lapse of the Period of Restriction,
each certificate evidencing the Restricted Stock shall be registered in the
Executive’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 A
RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE HOLDER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE AND THE COMPANY, AND NEITHER


 


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THIS
CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE
TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.”


 


4.                                       Taxes.


 


(a)                                  Section 83(b) Election.  Upon each issuance of Shares of Restricted
Stock hereunder, the Executive may make an election to be taxed upon such award
under Section 83(b) of the Code. 
To effect such election, the Executive shall file an appropriate
election with the Internal Revenue Service within thirty (30) days after the
issuance of the Shares and otherwise in accordance with applicable Treasury
Regulations.


 


(b)                                 Share Withholding.  Upon the lapse of the Period of Restriction,
the Company will automatically withhold a number of Shares having a fair market
value equal to the minimum amount of any federal, state and local taxes of any
kind (including the Executive’s FICA obligation) required by law to be
withheld, unless the Executive
notifies the Company 30 days prior to the lapse of the Period of Restriction
that he will satisfy his tax withholding obligations in cash.


 


(c)                                  Cash
Withholding.  In the
event the Executive chooses to satisfy the Executive’s tax withholding
obligations in cash and
complies with the above notification requirement, the Executive shall, no later
than the date as of which any amount related to the Shares first becomes
includable in Executive’s gross taxable income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee
regarding payment of, any federal, state and local taxes of any kind (including
the Executive’s FICA obligation) required by law to be withheld with respect to
such amount.


 


(d)                                 Other
Withholding.  The
obligations of the Company under this Agreement are conditional on such payment
or arrangements, and the Company, and, where applicable, its Affiliates will,
to the extent permitted by law, have the right to deduct any withholding taxes
not paid by the Executive from any payment of any kind otherwise due to the
Executive.


 


5.                                       Beneficiary
Designation.  The Executive may designate
a beneficiary or beneficiaries to receive all or part of the Restricted Stock
with respect to which the Period of Restriction shall lapse in the event of the
Executive’s death.  If no beneficiary is
designated, such Restricted Stock shall be released to the estate of the Executive.


 


6.                                       No Guarantee of Employment.  Nothing in this Agreement shall interfere
with or limit in any way the right of the Company to terminate the Executive’s
employment at any time, nor shall it confer upon the Executive any right to
continue in the employ of the Company.


 


7.                                       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.


 


8.                                       Miscellaneous.


 


(a)                                  Counterparts.  This Agreement may be executed in several
counterparts each of which is an original. 
This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.  It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.


 


(b)                                 Contents of
Agreement; Parties-In-Interest.  This Agreement and the Employment Agreement
set forth the entire understanding of the parties regarding the subject matter
hereof and thereof.  Any previous
agreements or understandings between the parties regarding the subject matter
hereof are merged into and superseded by this Agreement.  All 


 


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representations,
warranties, covenants, terms, conditions and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the
respective heirs, legal representatives, successors and permitted assigns of
the Company and the Executive.  Neither
this Agreement nor any rights, interests or obligations hereunder may be
assigned by any party without the prior written consent of the other party
hereto.


 


(c)                                  Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware to the extent not preempted by applicable federal law.


 


(d)                                 Section Headings.  The section headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


 


(e)                                  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


 


(f)                                    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.


 


9.                                       Definitions.  Capitalized terms used herein without
definition shall have the meaning given in the FairPoint Communications, Inc.
2008 Long Term Incentive Plan.  However,
the Restricted Stock 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]


 


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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

  



 


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