Exhibit 10.29
FAIRPOINT COMMUNICATIONS,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (this “ Agreement ”) is made and
entered into this 1 st
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.
