Exhibit 10.30
FAIRPOINT COMMUNICATIONS,
INC.
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (the “ Agreement ”) is made and
entered into this 1st 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 stock options 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 stock options 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.
Confirmation of Grant, Option
Price .
(a)
Confirmation
of Grant . Subject to the
restrictions and conditions of this Agreement, the Company hereby
evidences and confirms the grant to the Executive, effective as of
the date hereof (the “ Grant Date ”) of options
to purchase from the Company 1,600,000 Shares of Common Stock,
which shall become exercisable, if at all, as provided in
Section 2 hereof (each, an “ Option ”, and
collectively, the “ Options ”).
(b)
Option
Price . The per Share
exercise price for the Options shall be equal to $0.95 (the “
Option Price ”).
(c)
Character of
Options . The Options granted
hereunder are not intended to be “incentive stock
options” within the meaning of Section 422 of the
Code.
2.
Exercisability
. The Options shall become
vested and exercisable in three installments commencing on the
first anniversary of the Grant Date, and ending on the
“Normal Expiration Date” (as defined in Section 4)
unless otherwise provided herein, in the amounts set forth
below:
|
Anniversary of Grant
Date
|
|
Number of Options Becoming
Vested and Exercisable
|
|
|
1st
|
|
533,333
|
|
|
2nd
|
|
533,333
|
|
|
3rd
|
|
533,334
|
|
In the event the Executive’s employment
with the Company or any Subsidiary terminates 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, any Options that have not become vested and exercisable
pursuant to the foregoing table shall become fully vested and
exercisable.
3.
Method of Exercise and
Payment . The
Options may be exercised by the Executive upon (i) the
Executive’s written notice to the Company of exercise and
(ii) the Executive’s payment of the Option Price in full
at the time of exercise (x) in cash or cash equivalents, or
(y) in such other form as the Committee shall from time to
time determine, including, if so determined by the Committee, by
means of a cashless exercise mechanism or by means of an assignment
by the Executive to the Company of the
