Exhibit 10.1


 


RESTRICTED
UNIT AGREEMENT


 


This
Restricted Unit Agreement, dated as of the Grant Date set forth on the
signature page hereto (the “Grant Date”), between FairPoint
Communications, Inc., a Delaware corporation (the “Company”), and
the director whose name appears on the signature page hereto (the “Director”),
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 Units.  The Company hereby evidences and confirms its
grant to the Director, effective as of the Grant Date, of the number of
Restricted Units specified on the signature page hereto.  All Restricted Units received by the Director
under this Agreement are subject to the restrictions contained herein and are
referred to as “Restricted Units.” 
This Agreement is subordinate to, and the terms and conditions of the
Restricted Units 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.  Transfer
Restrictions and Vesting of Restricted Units.


 


(a)     Restrictions
on Transfer.  Except for transfers to
Permitted Transferees approved by the Committee and transfers by will or by the
laws of descent and distribution, the Restricted Units granted hereby may not
be sold, assigned, transferred, pledged, hypothecated or otherwise directly or
indirectly encumbered or disposed of until settlement of the Restricted Units
in accordance with Section 6.


 


(b)     Restricted Period.  Subject to the Director’s remaining in office
on each vesting date, and except as provided in Section 2(c)(i) hereof
or Article IX of the Plan, the Period of Restriction shall lapse, and the
Restricted Units shall become vested, in four equal installments on the first
day of each of the first four calendar quarters following the Grant Date.


 


(c)     Termination of Service.  Notwithstanding anything contained in this
Agreement to the contrary, (i) if the Director’s service is terminated by
reason of the Director’s death or Disability during the Period of Restriction,
the Restricted Units shall become fully vested and nonforfeitable, and (ii) if
the Director’s service is terminated for any reason other than death or
Disability during the Period of Restriction, any Restricted Units held by the
Director for which the Period of Restriction has not then expired shall be
forfeited and canceled as of the date of such termination.


 


3.  Adjustment in Capitalization.  In the event of any Adjustment Event, all of
the Director’s Restricted Units shall be treated in accordance with the
provisions of Section 3.4 of the Plan.


 

















 


4.  Dividend Equivalents.  The Director shall have the right to receive
Dividend Equivalents with respect to all Restricted Units granted hereunder
(including additional Restricted Units credited in respect of Dividend
Equivalents) until settlement of the Restricted Units in accordance with Section 6.  Any cash Dividend Equivalents paid with
respect to Restricted Units shall be credited to the Director’s account and
shall be deemed to have been invested in Shares on the record date established
for the related dividend and, accordingly, a number of Restricted Units shall
be credited to the Director’s account equal to the greatest whole number which
may be obtained by dividing (i) the value of such Dividend Equivalents on
the record date by (ii) the Fair Market Value of a Share on such
date.  Any additional Restricted Units
credited in respect of Dividend Equivalents paid on Restricted Units for which
the Period of Restriction has not expired shall become vested and
nonforfeitable, if at all, on the same terms and conditions as are applicable
in respect of the Restricted Units with respect to which such Dividend
Equivalents were payable.


 


5.  Change in Control.  In the event of a Change in Control, all of
the Director’s Restricted Units shall be treated in accordance with the
provisions of Article IX of the Plan.


 


6.  Settlement of Restricted Units.  The Company shall deliver to the Director
(or, if applicable, to the Director’s beneficiary) that number of Shares equal
to the number of Restricted Units granted under this Agreement (including
additional Restricted Units credited in respect of Divided Equivalents) for
which the Period of Restriction has previously expired or expires in connection
with any event enumerated in this Section 6, as soon as practicable
following the earlier to occur of (i) the Director’s separation from
service as a director of the Company, (ii) the date the Director becomes
disabled (as defined in Section 409A(a)(2)(C) of the Code), (iii) the
Director’s death, (iv) a change in the ownership or effective control of
the Company, or in the ownership of a substantial portion of the Company’s
assets (as such terms are defined in Section 409A(a)(2)(a)(v) of the
Code and the interpretive guidance thereunder), or (v) the date, if any,
set forth on the signature page hereto.


 


7.  Director’s Representations, Warranties and
Covenants.


 


(a)     Investment Intention.  The Director represents and warrants that the
Restricted Units have been, and any Shares will be, acquired by the Director
solely for the Director’s own account for investment and not with a view to or
for sale in connection with any distribution thereof.  The Director further understands,
acknowledges and agrees that the Restricted Units, 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.


 


8.  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
Director 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 Director 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.


 


(f)     Unfunded Plan.  The Plan is an unfunded plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, and the Company
shall not be required to set aside a fund for the payment of the Restricted
Units.


 


(g)     Consent to Electronic Delivery.  By executing this Agreement, Director hereby
consents to the delivery of information (including, without limitation,
information required to be delivered to the Director pursuant to applicable
securities laws) regarding the Company and the Subsidiaries, the Plan, and the
Restricted Units 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 Director have executed this Agreement as of
the Grant Date.


 


	
   

  	
  FAIRPOINT
  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
						



 


	
  Total Number of Restricted

  	
   

  
	
  Units Granted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Settlement Date (If Any) For Restricted Units

  	
   

  
	
  Elected by the Director: