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Exhibit
10.3
PAETEC HOLDING
CORP.
2007 OMNIBUS INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
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”).
Grant Date:
,
Name of Grantee:
Number of Shares of Stock Covered by
Grant:
Purchase Price per Share:
$0.00
Vesting Start Date:
,
Carefully review all of
the terms and conditions described in the Agreement and in the
Plan, a copy of which has been provided to you. In the event any
provision of this Agreement should appear to be inconsistent with
the Plan, the Plan will control.
Attachment
This is not a stock certificate or a
negotiable instrument.
PAETEC HOLDING
CORP.
2007 OMNIBUS INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
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| Restricted Stock Units/ Nontransferability |
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This
grant is an Award of Stock Units for the number of shares of Stock
set forth on the cover sheet at the purchase price per share set
forth on the cover sheet, subject to the vesting conditions
described below (the “Restricted Stock Units”). The
purchase price is deemed paid by your prior services to the
Company. Your Restricted Stock Units may not be sold, assigned,
pledged, hypothecated or otherwise transferred, whether by
operation of law or otherwise, nor may the Restricted Stock Units
be made subject to execution, attachment or similar
process. |
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Vesting
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Your
right to the Stock under this Award will vest as to ______ (__) of
the total number of shares of Stock covered by this Award, as shown
on the cover sheet, on the ___-year anniversary of the Vesting
Start Date (the “Anniversary Date”), provided you then
continue in Service. Thereafter, for each such vesting date that
you remain in Service, your right to the Stock under this Award
will vest at the rate of _____ (__) shares of Stock per year as of
each subsequent Anniversary Date. In addition, any
performance-based conditions to vesting are set forth on
Schedule 1 attached hereto. |
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Death or Disability
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Notwithstanding the foregoing vesting schedule, your right to
the Stock under this Award will become 100% vested upon your
termination of Service, if your Service terminates as a result of
your death or Disability. |
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| Termination for Good
Reason or without Cause |
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Notwithstanding the foregoing vesting schedule, your right to
the Stock under this Award will continue to vest for two (2) years
following your termination from Service if your Service is
terminated by you for Good Reason (as defined in your Executive
Confidentiality, Non-Solicitation, Non-Competition and Severance
Agreement dated February 22, 2008, as amended from time to time
(your “Confidentiality Agreement”)) or by the Company
without Cause (as determined by the Board and defined in your
Confidentiality Agreement) and satisfaction of any
performance-based conditions to vesting will be determined as if
your employment with the Company continued during such two (2) year
period, to the extent that you continue to comply with the terms of
your Confidentiality Agreement. |
2
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Change in Control
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Notwithstanding the foregoing vesting schedule, your right to
the Stock under this Award will vest immediately prior to the
consummation of a Change of Control Transaction (as defined in your
Confidentiality Agreement) regardless of whether the transaction is
also a Corporate Transaction (as defined in the Plan). |
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Forfeiture of Unvested
Stock
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In the
event that your Service terminates for any reason other than your
death, Disability, Good Reason or without Cause, you will forfeit
to the Company all of the Stock subject to this Award that has not
yet vested. |
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Stock Issuance
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Upon the vesting of the Restricted Stock
Units hereunder, the Company will issue to you the Stock to which
such vested Restricted Stock Units relate. The issuance of your
Stock under this Award will be evidenced in such a manner as the
Board, in its discretion, will deem appropriate, including, without
limitation, book-entry registration or issuance of one or more
stock certificates. You will have no further rig
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