Executive Incentive Plan Sample Contracts

PAETEC CORP. EXECUTIVE INCENTIVE PLAN CLASS A STOCK UNIT AGREEMENT

Executive Incentive Plan • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware

• Contract Type
  Executive Incentive Plan
• Filed
  November 13th, 2006
• Company
  WC Acquisition Holdings Corp.
• Jurisdiction
  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.