0001193125-08-061980 Sample Contracts

ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENT (SERIES B PREFERRED STOCK UNIT AGREEMENT, AS AMENDED)
Common Stock Unit Agreement • March 20th, 2008 • Itc Deltacom Inc • Telephone communications (no radiotelephone)

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), has previously granted stock units relating to shares of its 8% Series B Convertible Redeemable Preferred Stock, $.01 par value, to the individual named below as holder pursuant to a Series B Preferred Stock Unit Agreement, dated as of December 23, 2005 (the “Preferred Stock Unit Agreement”). In connection with the recapitalization of the Company effective as of July 31, 2007, the Company amended and replaced the Preferred Stock Unit Agreement with an agreement (the “Subsequent Agreement”) to convert the stock units described above into stock units relating to shares of its common stock, $.01 par value (the “Stock”). This Agreement amends and restates the Subsequent Agreement. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in Holder’s employment agreement, dated as of , 2005 and as amended as of December 20, 2005 (as further amended from time to time, the “Employment Agreemen

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ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENT (AS AMENDED AND RESTATED)
Common Stock Unit Agreement • March 20th, 2008 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions referred to in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in the individual’s employment agreement, dated as of , 2005 and as amended as of December 20, 2005 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Amended and Restated Executive Stock Incentive Plan (the “Plan”).

ITC^DELTACOM, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN STOCK UNIT AGREEMENT
Stock Unit Agreement • March 20th, 2008 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the ITC^DeltaCom, Inc. Amended and Restated Stock Incentive Plan (the “Plan”).

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