0001193125-08-038368 Sample Contracts

EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT
Executive Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • February 26th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

THIS EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT (together with the annexes and exhibit attached hereto, this “Agreement”) is entered into as of the date set forth on the signature page hereto between PAETEC Holding Corp., a Delaware corporation (“PAETEC Holding”), and (“you”).

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PAETEC HOLDING CORP.
Restricted Stock Unit Agreement • February 26th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)

PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants stock units for shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attached term sheet. Additional terms and conditions of the Award are set forth in this cover sheet, in the attached term sheet (together with this cover sheet and any schedules attached hereto, the “Agreement”) and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

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