RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
This Release and Settlement Agreement (“Settlement Agreement”) is made by and between US LEC Corp., US LEC Communications Inc., US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of Maryland Inc., US LEC of North Carolina Inc., US LEC of South Carolina Inc., US LEC of Pennsylvania Inc., US LEC of Tennessee Inc., and US LEC of Virginia LLC (collectively, “US LEC”) and Qwest Communications Corporation (“Qwest”). US LEC and Qwest are referred to herein individually as a “Party,” or collectively as the “Parties.” The Parties enter into this Settlement Agreement on this 4th day of August, 2006.
PAETEC CORP. SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENTSenior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
This Senior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereto between PaeTec Corp., a Delaware corporation, including any and all subsidiaries and affiliates of PaeTec Corp., including but not limited to PaeTec Communications, Inc., as well as any successors or assigns of PaeTec Corp. and/or its subsidiaries and affiliates (collectively, the “Company”), and (“you”).
INTRASTATE WIRELESS-ORIGINATED 8YY SERVICES SETTLEMENT AGREEMENTIntrastate Wireless-Originated 8yy Services Settlement Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
This AGREEMENT (“Agreement”) is made this 4th of August, 2006, by and between Qwest Communications Corporation, a Delaware corporation, on behalf of itself and all parent, subsidiary and affiliated corporations (“Qwest”), and US LEC Corp., a North Carolina Corporation and all of its affiliates, as of the date hereof, or subsidiaries, including, but not limited to US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of North Carolina Inc., US LEC of Tennessee Inc., US LEC of Virginia L.L.C., US LEC of Maryland Inc., US LEC of Pennsylvania Inc., US LEC of South Carolina Inc., and US LEC Communications Inc. (collectively “US LEC”) (Qwest and US LEC together, the “Parties”).
PAETEC CORP. EXECUTIVE INCENTIVE PLAN CLASS A STOCK UNIT AGREEMENTExecutive Incentive Plan • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
PaeTec Corp. (the “Company”) hereby grants stock units relating to shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Shares”) to the Grantee named below, subject to the vesting conditions set forth below and in the attachment. Additional terms and conditions of the Grant are set forth in this cover sheet, in the attached term sheet and in the PaeTec Corp. Executive Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms that are used, but not defined, in this cover sheet or the attachment have the meanings ascribed to such terms in the Plan.
US LEC Corp. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • North Carolina
THIS STOCK OPTION AGREEMENT (“Option Agreement”), dated the day of 2006, is issued under and subject to the provisions of the US LEC Corp. 1998 Omnibus Stock Plan as amended (the “Plan”), and is between US LEC Corp., a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary (the “Optionee”):
US LEC Corp. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • North Carolina
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Option Agreement”), dated the day of , 2006, is issued under and subject to the provisions of the US LEC Corp. 1998 Omnibus Stock Plan as amended (the “Plan”), and is between US LEC Corp., a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary (the “Optionee”):
US LEC Corp. NON-QUALIFIED STOCK OPTION AGREEMENT (For a Director who is not an Employee)Non-Qualified Stock Option Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • North Carolina
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Option Agreement”), dated , is issued under and subject to the provisions of the US LEC Corp. 1998 Omnibus Stock Plan as amended (the “Plan”), and is between US LEC Corp., a Delaware corporation (the “Company”), and , a director of the Company (the “Optionee”):
PAETEC CORP.Restricted Stock Unit Agreement • November 13th, 2006 • WC Acquisition Holdings Corp.
PAETEC Corp. (the “Company”) hereby grants stock units for shares of the Class A Common Stock, par value $0.01 per share, of the Company (the “Shares”) to the Grantee named below, subject to the vesting conditions set forth below and in the attached term sheet. Additional terms and conditions of the grant are set forth in this cover sheet, in the attached term sheet and in the PaeTec Corp. 2001 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms that are used, but not defined, in this cover sheet or the attached term sheet have the meanings ascribed to such terms in the Plan.
AMENDMENT TO SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENTSenior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
AMENDMENT TO SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT (this “Amendment”), dated as of August 11, 2006, made among PAETEC Corp., a Delaware corporation, and its subsidiaries (collectively, the “Company”), and the Senior Officer of the Company set forth on the signature page hereof (“you”).
