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