Exhibit 10.3
FAIRPOINT
COMMUNICATIONS, INC.
PERFORMANCE UNIT AWARD
AGREEMENT
FOR
PERFORMANCE PERIOD
BEGINNING
THIS PERFORMANCE
UNIT AWARD AGREEMENT (this “ Agreement ”), made
and entered into this
day of
,
,
by and between FairPoint Communications, Inc. (the “
Company ”) and
(the “ Participant ”).
W
I T N E S S E T H :
WHEREAS, the
Compensation Committee of the Board of Directors of the Company
(the “ Committee ”) desires to award the
Participant Performance Units under the Company’s 2008 Long
Term Incentive Plan (the “ Plan ”) for the
Performance Period beginning
and ending
(the “ Performance Period ”); and
WHEREAS, the
Company and the Participant desire to enter into a written
agreement that sets forth the terms and provisions of the
Participant’s Performance Unit award.
NOW, THEREFORE, in
consideration of the premises and the mutual promises contained
herein, the Company and the Participant hereby agree as
follows:
1 .
The
Participant acknowledges that the Performance Unit award is
governed by this Agreement and the terms of the Plan. The
terms of the Plan are incorporated into this Agreement in their
entirety and made a part hereof by reference. Unless
otherwise defined herein, capitalized terms used herein shall have
the meanings set forth in the Plan. In the event of any
conflict between the terms of the Plan and this Agreement, the
terms of the Plan shall govern and control.
2
.
The Participant is awarded
a target award of
Performance Units. The actual number of Performance Units
earned by the Participant for the Performance Period shall be
determined in accordance with the Plan and this
Agreement.
3 .
The number of Performance
Units earned by the Participant shall be based on the levels of
performance achieved during the Performance Period as set forth on
Exhibit A attached hereto. The performance levels achieved for
the Performance Period (Threshold, Target or Maximum) and the
number of Performance Units earned by the Participant shall be
determined by the Committee following the expiration of the
Performance Period.
4 .
Except
as provided in Paragraph 5 below, one Share of the Company’s
Common Stock will be distributed to the Participant for each whole
Performance Unit earned by the Participant. Dividends on the
Shares underlying the Performance Units will not accrue or be paid
during the Performance Period.
5 .
Any
Shares to be distributed in respect of the Performance Units earned
by the Participant will be delivered to the Participant as soon as
practicable after
,
but no later than
(the date Shares are delivered, the “ Payment Date
”). If the Participant’s employment with the
Company terminates prior to the
Payment Date for any reason
other than the Participant’s death, Disability or Normal
Retirement, the Participant shall forfeit the Performance Units and
any Shares distributable in respect of such Performance
Units. If a Participant’s employment with the Company
terminates during the Performance Period due to the
Participant’s death, Disability or Normal Retirement, the
Performance Units awarded to the Participant shall remain
outstanding and earned by the Participant as set forth in
Exhibit A attached hereto; provided ,
however , the number of Shares to be distributed to the
Participant in respect of the Performance Units earned by the
Participant will be
determined by multiplying such number of earned Performance Units
by a fraction, the numerator of which is the number of completed
calendar months during the Performance Period that the Participant
was employed, and the denominator of which is the total number of
calendar months in the Performance Period.
6 .
In the
event a Change in Control occurs before the end of the Performance
Period, Shares for one hundred percent (100%) of the Performance
Units awarded to the Participant hereunder shall be distributed to
the Participant at the Target Performance (as defined in
Exhibit A ) level without any adjustment for the
levels of performance
actually achieved during the Performance Period prior to or after
the Change in Control. Any Shares to be distributed in
respect of the Performance Units earned by the Participant upon a
Change in Control will be delivered to the Participant immediately
prior to the Change in Control.
7 .
Unless otherwise elected
by the Participant in accordance with procedures adopted by the
Committee, the Company shall deduct from any Shares otherwise
distributable to the Participant that number of Shares having a
value equal to the amount of any taxes required by law to be
withheld from awards made under the Plan.
8
.
Participants may elect, by
entering into a Deferral Agreement with the Company, to defer
delivery of all (or any portion) of the Shares otherwise payable to
the Participant in respect of the Performance Units
earned
