0001193125-06-141860 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2006 (the “Effective Date”) between Grande Communications Networks, Inc., a Delaware corporation with principal offices located in San Marcos, Texas (the “Company”), and W.K.L. ”Scott” Ferguson, Jr. (the “Executive”).

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INCENTIVE STOCK OPTION AGREEMENT (Series H Preferred Stock)
Incentive Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

An Incentive Stock Option (the “Option”) to purchase a total of [ ] shares of Series H Preferred Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to [ ] (the “Grantee”) at the Option Price determined in this Incentive Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.

NONQUALIFIED STOCK OPTION AGREEMENT (Common Stock – Regular)
Nonqualified Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

A Nonqualified Stock Option (the “Option”) to purchase a total of [ ] shares of common stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”) is hereby granted to [ ] (the “Grantee”) at the Option Price determined in this Nonqualified Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.

INCENTIVE STOCK OPTION AGREEMENT (Common Stock – Regular)
Incentive Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

An Incentive Stock Option (the “Option”) to purchase a total of [ ] shares of Common Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to (the “Grantee”) at the Option Price determined in this Incentive Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.

NONQUALIFIED STOCK OPTION AGREEMENT (Series H Preferred Stock)
Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

A Nonqualified Stock Option (the “Option”) to purchase a total of shares of Series H Preferred Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to (the “Grantee”) at the Option Price determined in this Nonqualified Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.

NONQUALIFIED STOCK OPTION AGREEMENT (Common Stock – Executive Compensation Shares)
Nonqualified Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

A Nonqualified Stock Option (the “Option”) to purchase a total of [ ] shares of common stock constituting Executive Compensation Shares (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”) is hereby granted to [ ] (the “Grantee”) at the Option Price determined in this Nonqualified Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.

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