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Exhibit
10.1
FORM OF VOTING
AGREEMENT
This Voting Agreement (this
“ Agreement ”) is entered into as of
September 17, 2007, by and among PAETEC Holding Corp., a
Delaware corporation (“ Buyer ”), McLeodUSA
Incorporated, a Delaware corporation (“ Seller
”), and the stockholder of Buyer identified on the signature
pages hereto (the “ Buyer Stockholder
”).
WHEREAS, as of the date of
this Agreement, Buyer, Seller and PS Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Buyer (“
Merger Sub ”), are entering into an Agreement and Plan
of Merger (the “ Merger Agreement ”) pursuant to
which, and subject to the terms and conditions of which, Merger Sub
will merge with and into Seller and each share of common stock, par
value $0.01 per share, of Seller will be converted into the right
to receive 1.30 shares of common stock, par value $0.01 per share,
of Buyer (the “ Buyer Common Stock ”) (such
transaction, the “ Merger ”). Capitalized terms
used herein without being defined have the same meanings given to
such terms in the Merger Agreement;
WHEREAS, the Buyer
Stockholder beneficially owns, and has sole voting power or
(together with one or more affiliates controlled by the Buyer
Stockholder) shared voting power with respect to, the outstanding
shares of Buyer Common Stock identified as being held by the Buyer
Stockholder on Exhibit A hereto (such shares of Buyer Common
Stock, together with any voting securities of Buyer issued or
exchanged with respect to such shares of Buyer Common Stock upon
any recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up
or combination of the securities of Buyer or any other change in
Buyer’s capital structure, the “ Covered Outstanding
Shares ”);
WHEREAS, the Buyer
Stockholder owns of record the options to purchase shares of Buyer
Common Stock (the “ Buyer Options ”) and the
stock units representing Buyer Common Stock (the “ Buyer
Stock Units ”) identified as being held by the Buyer
Stockholder on Exhibit A hereto (the shares of Buyer Common
Stock subject to such Buyer Options and Buyer Stock Units, together
with any voting securities of Buyer issued or exchanged with
respect to such shares of Buyer Common Stock upon any
recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up
or combination of the securities of Buyer or any other change in
Buyer’s capital structure, together with the Covered
Outstanding Shares, the “ Covered Shares ”);
and
WHEREAS, in connection with
the execution of the Merger Agreement, the Seller has requested
that the Buyer Stockholder and certain other holders of Buyer
Common Stock execute and deliver this Agreement;
NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements
contained herein and other good and valuable consideration, the
receipt of which are hereby acknowledged, the Buying Stockholder,
Buyer and Seller hereby agree as follows:
1. Cooperation by Buyer
Stockholder . Unless and until this Agreement shall be
terminated pursuant to paragraph 4, the Buyer Stockholder agrees
that, solely in such Buyer Stockholder’s capacity as a
stockholder of Buyer: (a) at the Buyer Stockholders Meeting to
be held pursuant to Section 5.1(c) of the Merger Agreement,
the Buyer Stockholder shall cause all Covered Shares which are
outstanding and beneficially owned by Buyer Stockholder on the
record date of the Buyer Stockholders Meeting (the “
Eligible Shares ”) to be counted as present thereat
for the purpose of establishing a quorum and voted in person or by
proxy in favor of the issuance of shares of Buyer Common Stock in
the Merger pursuant to the Merger Agreement; (b) the Buyer
Stockholder shall not take or permit the Buyer Stockholder’s
representatives to take actions inconsistent with his or their
obligations under this Agreement; and (c) the Buyer
Stockholder agrees that, if requested by Seller, the Buyer
Stockholder shall appoint and authorize one or more persons
designated by Seller as the agent, proxy and attorney-in-fact for
the Buyer Stockholder, with full power of substitution and
resubstitution, solely to cause the Eligible Shares to be counted
as present and to vote the Eligible Shares prior to the termination
of this Agreement in accordance with clause (a) above. With
respect to the agreement to grant proxy and power of attorney
granted by the Buyer Stockholder under clause (c) above:
(i) the Buyer Stockholder shall take such further action or
execute such other instruments, at Buyer’s sole cost and
expense, as may be reasonably necessary to effectuate the intent of
such proxy; (ii) such proxy and power of attorney shall be
irrevocable during the term of this Agreement, shall be deemed to
be coupled with an interest sufficient in law to support an
irrevocable proxy and shall revoke any and all prior proxies
granted by the Buyer Stockholder inconsistent with such proxy;
(iii) such power of attorney is a durable power of attorney;
and (iv) such proxy and power of attorney shall terminate upon
the termination of this Agreement.
2. Agreement to Retain
. Unless and until this Agreement shall be terminated pursuant to
paragraph 4, unless authorized in advance by Buyer’s Board of
Directors and by Seller’s Board of Directors, the Buyer
Stockholder, solely in the Buyer Stockholder’s capacity as a
stockholder of Buyer, agrees (a) not to sell or otherwise
transfer any of the Covered Shares or any economic, voting or other
direct or indirect interest therein, and (b) not to grant a
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