Exhibit 10.31
FAIRPOINT COMMUNICATIONS,
INC.
PERFORMANCE UNIT AWARD
AGREEMENT
FOR PERFORMANCE
PERIOD
BEGINNING JULY 1, 2009 AND ENDING
DECEMBER 31, 2010
THIS PERFORMANCE UNIT AWARD
AGREEMENT (this “ Agreement ”), 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 Compensation Committee
of the Board of Directors of the Company (the “
Committee ”) desires to award the Executive
Performance Units for the Performance Period beginning July 1,
2009 and ending December 31, 2010 (the “ Performance
Period ”); and
WHEREAS, the Company and the
Executive desire to enter into a written agreement that sets forth
the terms and provisions of the Executive’s Performance Unit
award.
NOW, THEREFORE, in consideration of
the premises and the mutual promises contained herein, the Company
and the Executive hereby agree as follows:
1.
The Executive is awarded a target
award of 914,286 Performance Units. The actual number of
Performance Units earned by the Executive for the Performance
Period shall be determined in accordance with this
Agreement.
2.
The number of Performance Units
earned by the Executive 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 Executive shall
be determined by the Committee following the expiration of the
Performance Period.
3.
Except as provided in Paragraph 4
below, one Share of the Company’s Common Stock will be
distributed to the Executive for each whole Performance Unit earned
by the Executive. Dividends on the Shares underlying the
Performance Units will not accrue or be paid during the Performance
Period.
4.
Any Shares to be distributed in
respect of the Performance Units earned by the Executive will be
delivered to the Executive as soon as practicable after
December 31, 2010, but no later than March 15, 2011 (the
date Shares are delivered, the “ Payment Date
”). If the Executive’s employment with the
Company terminates prior to the Payment Date for any reason other
than the Executive’s death, Disability, early retirement with
the consent of the Committee or Normal Retirement, the Executive
shall forfeit the Performance Units and any Shares distributable in
respect of such Performance Units. If the Executive’s
employment with the Company terminates during the Performance
Period due to the Executive’s death, Disability, early
retirement with the consent of the Committee or Normal Retirement,
the Performance Units awarded to the Executive shall remain
outstanding and shall be earned by the Executive as set forth in
Exhibit A attached hereto; provided ,
however , the number of Shares to be distributed to the
Executive in respect of the Performance Units earned by the
Executive 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 Executive was employed, and the denominator of which is
eighteen (18).
5.
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
Executive hereunder shall be distributed to the Executive 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
