Exhibit
10.6.3
AMENDMENT
TO
SENIOR OFFICER CONFIDENTIALITY,
NON-SOLICITATION,
NON-COMPETITION AND SEVERANCE
AGREEMENT
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 ”).
W I T N E S S E T H
:
WHEREAS, the Company and you are
parties to a Senior Officer Confidentiality, Non-Solicitation,
Non-Competition and Severance Agreement, dated as of
(as amended, the “ Agreement ”);
WHEREAS, among other matters, the
Agreement provides for increased cash severance payments if you
elect to voluntarily resign from the Company at any time during the
first 90 days after the closing date of any change of control
transaction specified in the Agreement (such provision, the “
Change of Control Provision ”);
WHEREAS, the Company and you wish
for the Company to consummate a business combination transaction
(the “ Merger ”) in which the Company and US LEC
Corp. will become wholly-owned direct subsidiaries of a newly
formed holding company, WC Acquisition Holdings Corp., the sole
stockholders of which will be the holders of common stock of each
of the Company and of US LEC Corp. immediately prior to the
effective time of the Merger;
WHEREAS, the Merger will be
consummated pursuant to an Agreement and Plan of Merger among the
Company, US LEC Corp., WC Acquisition Holdings Corp. and two
wholly-owned direct subsidiaries of WC Acquisition Holdings Corp.,
in substantially the form attached hereto as Exhibit A (as
such agreement may be finalized and amended from time to time, the
“ Merger Agreement ”); and
WHEREAS, the Company and you wish to
amend the Agreement to clarify that the consummation of the Merger
and the other transactions contemplated by the Merger Agreement
will not constitute the consummation of a change of control
transaction for purposes of the Change of Control Provision and to
add certain provisions relating to Section 409A of the
Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and conditions hereinafter
set forth, and
