Exhibit
10.11.3
PAETEC HOLDING
CORP.
2007 OMNIBUS INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
PAETEC Holding Corp., a Delaware
corporation (the “Company”), hereby grants an option to
purchase shares of the common stock, par value $.01 per share, of
the Company (the “Stock”) to the Grantee named below.
The terms and conditions of the option are set forth in this cover
sheet, in the attached term sheet (together with this cover sheet,
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
Option:
Option Price per share: $
.
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
NON-QUALIFIED STOCK OPTION
AGREEMENT
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Non-qualified Stock Option
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This option is
not intended to be an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended, and will be
interpreted accordingly.
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Vesting
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to
purchase a whole number of vested shares that is not less than 100
shares, unless the number of shares purchased is the total number
available for purchase under the option, by following the
procedures set forth in the Plan and below in this
Agreement.
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Your right to
purchase shares of Stock under this option will vest as to
( ) of the total number of shares
covered by this option, 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, the number
of shares of Stock which you may purchase under this option will
vest at the rate of
( ) per year as of each subsequent
Anniversary Date. The resulting aggregate number of vested shares
will be rounded to the nearest whole number, and you cannot vest in
more than the number of shares covered by this option.
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No additional
shares of Stock will vest after your Service has terminated for any
reason.
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Term
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This option
will expire in any event at the close of business at Company
headquarters on the day before the tenth (10
th
) anniversary of the
Grant Date, as shown on the cover sheet. This option will expire
earlier if your Service terminates, as described below.
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Regular
Termination
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If your Service
terminates for any reason, other than death, Disability or Cause,
then this option will expire at the close of business at Company
headquarters on the 90 th day after your termination
date.
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Termination
for Cause
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If your Service
is terminated for Cause, then you will immediately forfeit all
rights to this option and the option will immediately
expire.
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Death
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If your Service
terminates because of your death, then this option will expire at
the close of business at Company headquarters on the date that is
twelve (12) months after the date of death. During that
twelve-month period, your estate or heirs may exercise all or any
portion of this option that was vested as of the date of
death.
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In addition, if
you die during the 90-day period described in connection with a
regular termination ( i.e. , a termination of your Service
not on account of your death, Disability or Cause), and a vested
portion of this option has not yet been exercised, then this option
will instead expire on the date that is twelve (12) months after
your termination date. In such a case, during the period following
your death up to the date that is twelve (12) months after your
termination date, your estate or heirs may exercise all or any
portion of this option that was vested as of the date of your
termination of employment with the Company.
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Disability
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If your Service
terminates because of your Disability, then this option will expire
at the close of business at Company headquarters on the date that
is twelve (12) months after your termination date. During that
twelve-month period, you may exercise all or any portion of this
option that was vested as of your termination date.
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Leaves of
Absence
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For purposes of
this option, your Service does not terminate when you go on a bona
fide employee leave of absence that was approved by the Company in
writing, if the terms of the leave provide for continued Service
crediting, or when continued Service crediting is required by
applicable law. However, your Service will be treated as
terminating three (3) months after you go on employee leave, unless
your right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee
work.
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The Company
will determine, in its sole discretion, which leaves count for this
purpose, and when your Service terminates, for all purposes under
the Plan.
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Notice of
Exercise
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When you wish
to exercise this option, yo
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