0001062613-14-000033 Sample Contracts

FAIRPOINT COMMUNICATIONS, INC. AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN as amended and restated effective May 12, 2014 Restricted Share Award Agreement
2010 Long Term Incentive Plan • May 12th, 2014 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Award is conditioned on your execution of this Award Agreement within five (5) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award, and (ii) consulted with your personal legal and tax advisors about all of these documents.

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FAIRPOINT COMMUNICATIONS, INC. AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN as amended and restated effective May 12, 2014 Restricted Share Award Agreement
Term Incentive Plan • May 12th, 2014 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Award is conditioned on your execution of this Award Agreement within five (5) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award, and (ii) consulted with your personal legal and tax advisors about all of these documents.

FAIRPOINT COMMUNICATIONS, INC. AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN (as amended and restated effective May 12, 2014) Stock Option Award Agreement: Employees
Term Incentive Plan • May 12th, 2014 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Award is conditioned on your execution of this Award Agreement within five (5) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award (including all of the attached Exhibits), and (ii) consulted with your personal legal and tax advisors about all of these documents.

FAIRPOINT COMMUNICATIONS, INC. AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN as amended and restated effective May 12, 2014 Non-Incentive Stock Option Award Agreement
Term Incentive Plan • May 12th, 2014 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Award is conditioned on your execution of this Award Agreement within five (5) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award, plus the information disclosed within the attached Plan prospectus, and (ii) consulted with your personal legal and tax advisors about all of these documents.

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