EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION,
NON-COMPETITION AND SEVERANCE AGREEMENT
THIS EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT
(together with the annexes and exhibit attached hereto, this “Agreement”) is entered into as of the date set forth on the
signature page hereto between PAETEC Holding Corp., a Delaware corporation (“PAETEC Holding”), and (“you”).
WHEREAS, the Company (as defined herein) has developed and expects to continue to develop confidential and
proprietary materials and highly sensitive information of significant value, which you recognize must be carefully protected as
set forth below for the Company to be successful;
NOW, THEREFORE, to induce the Company to continue to employ you, and in consideration of your continued
employment by the Company and for other good and valuable consideration, the receipt and sufficiency of which you hereby
acknowledge, PAETEC Holding and you hereby agree, intending to be legally bound, as follows:
For purposes of this Agreement, the following capitalized terms have the meanings ascribed to such terms in this
“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act.
“Board” shall mean the board of directors of PAETEC Holding.
“Cause” shall mean termination of your employment with the Company due to any of the following: (a) your material
failure or refusal to perform the duties assigned to you, provided that the Company gives you a written notice of your failure or
refusal to perform such duties and 20 days to remedy such failure or refusal, and provided, further , that such duties are not
materially inconsistent with those of other individuals who report directly to the officer of the Company to whom you directly
report (or materially inconsistent with those of other individuals reporting directly to the Board, if you are the Chief Executive
Officer of PAETEC Holding); (b) your refusal to fol