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: