|
Exhibit
10.18.2
MCLEODUSA
INCORPORATED
STOCK OPTION
AGREEMENT
STOCK OPTION AGREEMENT (the
“Agreement”) by and between McLeodUSA Incorporated (the
“Company”) and [NAME] (the “Optionee”),
dated as of [DATE] (the “Date of Grant”) under the
McLeodUSA Incorporated 2006 Omnibus Equity Plan (the
“Plan”).
| 1. |
Definitions . Capitalized terms which are not defined
herein shall have the meaning set forth in the Plan. |
| 2. |
Number of Shares and Exercise Price . The Company hereby
grants to the Optionee an option (the “Option”),
subject to the terms and conditions set forth herein and in the
Plan, to purchase
[ ]
shares of Company Stock (“Shares”), subject to
adjustment in accordance with Section 3 of the Plan, at a
price (the “Exercise Price”) of $[AMOUNT] per Share
(subject to adjustment in accordance with Section 3 of the
Plan). The Option is a nonqualified stock option. |
| 3. |
Term of Option and Conditions of Exercise . |
| |
(a) |
Term of Option . Unless the Option is earlier terminated
pursuant to this Agreement, the term of the Option shall commence
on the Date of Grant and terminate upon the tenth anniversary of
the Date of Grant. |
| |
(b) |
Option Vesting . Subject to the provisions of this
Agreement and the Plan and the Optionee’s continued
employment with the Company on the applicable vesting dates, the
Option will become exercisable with respect to [one fourth of
Shares subject thereto immediately on the Date of Grant and with
respect to an additional one fourth of such shares on each of the
first three anniversaries of the Date of Grant] [one fourth of
Shares subject thereto on each of the first four anniversaries of
the Date of Grant].(1) |
| |
(c) |
Vesting Upon Change in Control . Notwithstanding the
foregoing, any outstanding and unvested portion of the Option shall
become fully vested and exercisable upon the occurrence of a Change
in Control. |
| |
(d) |
Condition to Acceptance; Exercise . If, at the time of
exercise of all or any portion of the Option, the Board or
Committee determines that it is desirable to require the Optionee
to enter into the Company’s Stockholders Agreement, it shall
be a condition to the exercise of the Option that the Optionee join
such Stockholders Agreement by executing a joinder agreement in the
form provided by the Company. |
| (1) |
Vesting schedule to be customized. |
| 4. |
Rights and Obligations Upon Termination of Employment or
Service . |
| |
(a) |
The entire Option (whether or not vested and exercisable) shall
terminate and expire (and may not be exercised) at the commencement
of business on the date of termination of the Optionee’s
employment with the Company for Cause. For purposes of this
Agreement, “Cause” shall have the meaning set forth in
an employment or similar agreement between the Company and the
Optionee, or, if no such agreement is in effect, shall mean a
termination by the Company following the Optionee’s
(i) engaging in a criminal act involving the Company;
(ii) engaging in willful misconduct that the Committee
determines in its good faith discretion is, or has the potential to
be, materially injurious to the Company, monetarily or otherwise
including, without limitation, reputation; (iii) breach of
fiduciary duty involving personal profit, including, without
limitation, embezzlement, misappropriate or conversion of assets or
opportunities of the Company or any of its affiliates or
subsidiaries; or (iv) material breach of the Company’s
Code of Business Conduct and Ethics or other Company
policy. |
| |
(b) |
If the Optionee’s employment terminates due to the
Optionee’s death or Disability, the Option will become fully
vested immediately prior to such termination and shall remain
exercisable for one year thereafter (subject to Section 3(a)).
For purposes of this Agreement, “Disability” shall have
the meaning set forth in the Company’s long-term disability
plan in which the Optionee participates, or, if there is no such
plan, shall be determined by the Committee in good
faith. |
| |
(c) |
If the Optionee’s employment with the Company terminates
for any reason other than Cause, death or Disability, the vested
portion of the Option shall remain exercisable for
ninety |
|
![STOCK OPTION AGREEMENT (the ?Agreement?) by and between McLeodUSA Incorporated (the ?Company?) and [NAME] (the ?Optionee?), dated as of [DATE] (the ?Date of Grant?) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the ?Plan?) | Document Parties: PAETEC HOLDING CORP. | MCLEODUSA INCORPORATED](/images/dev/header/icon-document.gif){kind=icon}
![STOCK OPTION AGREEMENT (the ?Agreement?) by and between McLeodUSA Incorporated (the ?Company?) and [NAME] (the ?Optionee?), dated as of [DATE] (the ?Date of Grant?) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the ?Plan?), Parties: paetec holding corp. , mcleodusa incorporated](/images/banner-right-doc-view.gif)
