0001047469-09-007239 Sample Contracts

FAIRPOINT COMMUNICATIONS, INC. PERFORMANCE UNIT AWARD AGREEMENT FOR PERFORMANCE PERIOD BEGINNING JULY 1, 2009 AND ENDING DECEMBER 31, 2010
Performance Unit Award Agreement • August 5th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), made and entered into this 1st day of July, 2009, by and between FairPoint Communications, Inc. (the “Company”) and David L. Hauser (the “Executive”).

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FAIRPOINT COMMUNICATIONS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • August 5th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • North Carolina

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2009, by and between FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and DAVID L. HAUSER (the “Executive”).

July 1, 2009 Mr. David L. Hauser Chairman and Chief Executive Officer FairPoint Communications, Inc.
Registration Rights Agreement • August 5th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
FAIRPOINT COMMUNICATIONS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2009 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “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”).

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