Exhibit 10.11.4
October 15, 1998
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Re: Stock Rights Agreement
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Dear Dick:
The purpose of this letter is to formalize our understanding concerning certain
restrictions on your ownership and/or transfer of PaeTec Corp. stock pursuant to
your Stock Rights Agreement dated July 17, 1998. In particular, this letter
confirms that those restrictions will be relaxed as described below, effective
upon the third anniversary of your employment with PaeTec Communications, Inc.
As we have previously discussed, your decision to join PaeTec was based, in
part, on a mutual understanding concerning the nature and length of your
employment. Specifically, it was understood that following your third full year
of employment with PaeTec you would be entitled to reduce your status at PaeTec
to part-time employment (i.e., no more than twenty hours per week) or to assist
PaeTec on a consulting basis for no more than twenty hours per week, without
adversely affecting any "vesting" rights in your PaeTec stock. This letter
formalizes our understanding that a reduction of your employment status in the
manner indicated above will not be deemed to be a voluntary separation from the
company pursuant to Section 3(a) of the Stock Rights Agreement and therefore
will not trigger the "Purchase Option" described in Section 3. Instead, your
Stock Rights Agreement will continue in full force and effect just as if you
were continuing on as a full-time employee, and the Purchase Option will not
take effect until such time as it is triggered by some other event described in
the Stock Rights Agreement. If no such triggering event occurs, the Purchase
Option will still fully expire, as indicated in the Agreement, on the fourth
anniversary of your employment with PaeTec Communications, Inc.
I trust that this letter accurately summarizes our understanding with regard to
your Stock Rights Agreement and our mutual expectations of your employment with
PaeTec. If so, please indicate your agreement with the terms of this letter by
countersigning below and returning this letter to me at your earliest
convenience.
Very truly yours,
PaeTec Corp. and PaeTec Communications, Inc.
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President
Agreed as of this 12th day of January, 1999
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