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Exhibit 10.30
PAETEC CORP.
NONQUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR
PaeTec Corp., a Delaware corporation (the "Company"), hereby grants an
option to purchase shares of its Class A Common Stock, $.01 par value, (the
"Stock") to the optionee named below. The terms and conditions of the option
are set forth in this cover sheet and in the attachment.
Grant Date: January 13, 2000
Name of Optionee: James A. Kofalt
Number of Shares Covered by Option: 10,000
Option Price per Share: $5.00
Vesting Start Date: September 10, 1999
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement.
Optionee: /s/ James A. Kofalt
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(Signature)
Company: /s/ Richard Ottalagana
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(Signature)
Title: EVP & Treasurer
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Attachment
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This is not a stock certificate or a negotiable instrument.
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PAETEC CORP.
NONQUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR
Nonqualified Stock Option This option is not intended to be an incentive stock
option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
Definition of Service For purpose of this Agreement, "Service" means
service as a director of the Company or an affiliate
of the Company. Whether a termination of Service
shall have occurred for purposes of the Agreement
shall be determined by the Board, which determination
shall be final, binding and conclusive.
Vesting 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 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 below.
Your right to purchase shares of Stock under this
option vests as to 100% of the total number of shares
covered by this option, as shown on the cover sheet,
on the one-year anniversary of the Vesting Start
Date, provided that you have been in Service
continuously during the one-year period from the
Vesting Start Date through the one-year anniversary
of the Vesting Start Date.
No additional shares of Stock will vest after your
Service has terminated for any reason.
Term Your option will expire in any event at the close of
business at Company headquarters on the day before
the 10th anniversary of the Grant Date, as shown on
the cover sheet. Your option will expire earlier if
your Service terminates, as described below.
Death If your Service terminates because of your death,
then your option will expire at the close of business
at Company headquarters on the date twelve (12)
months after the date of death. During that twelve
month period, your estate or heirs may exercise the
vested portion of your option.
Leaves of Absence For purposes of this option, your Service does not
terminate when you go on a bona fide leave of
absence. The Company determines, in its sole
discretion, which leaves count for this purpose, and
when your Service terminates for all purposes under
this Agreement.
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Notice of Exercise When you wish to exercise this option, you must
notify the Company by filing the proper "Notice of
Exercise" form at the address given on the form. Your
notice must specify how many shares you wish to
purchase (in a parcel of at least 100 shares
generally). Your notice must also specify how your
shares of Stock should be registered (in your name
only or in your and your spouse's names as joint
tenants with right of survivorship). The notice will
be effective when it is received by the Company.
If someone else wants to exercise this option after
your death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
Form of Payment When you submit your notice of exercise, you must
include payment of the option price for the shares
you are purchasing. Payment may be made in one (or a
combination) of the following forms:
. Cash, your personal check, a cashier's check, a
money order or another cash equivalent acceptable to
the Company.
. Shares of Stock which have already been owned by
you for more than six months and which are
surrendered to the Company. The value of the shares,
determined as of the effective date of the option
exercise, will be applied to the option price.
. To the extent a public market for the Stock
exists as determined by the Company, by delivery (on
a form prescribed by the Company) of an irrevocable
direction to a licensed securities broker acceptable
to the Company to sell Stock and to deliver all or
part of the sale proceeds to the Company in payment
of the aggregate option price and any withholding
taxes.
Transfer of Option During your lifetime, only you (or, in the event of
your legal incapacity or incompetency, your guardian
or legal representative) may exercise the option. You
cannot transfer or assign this option. For instance,
you may not sell this option or use it as security
for a loan. If you attempt to do any of these things,
this option will immediately become invalid. You may,
however, dispose of this option in your will or it
may be transferred upon your death by the laws of
descent and distribution.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse's interest
in your option in any other way.
Retention Rights Neither your option nor this Agreement give you the
right to be
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retained by the Company (or any affiliate of the
Company) in any capacity. The Company (and any
affiliate of the Company) reserve the right to
terminate your Service at any time and for any
reason.
Shareholder Rights You, or your estate or heirs, have no rights as a
shareholder of the Company until a certificate for
your option's shares has been issued. No adjustments
are made for dividends or other rights if the
applicable record date occurs before your stock
certificate is issued, except as described in this
Agreement in the Section entitled "Adjustments."
Adjustments In the event of a stock split, a stock dividend or a
similar change in the Stock, the number of shares
covered by this option and the option price per share
may be adjusted (and rounded down to the nearest
whole number) by the Board as it determines in its
sole and absolute discretion. Your option shall be
subject to the terms of the agreement of merger,
liquidation or reorganization in the event the
Company is subject to such corporate activity, which
agreement may provide for an earlier expiration of
your option.
Applicable Law This Agreement will be interpreted and enforced under
the laws of the State of Delaware, other than any
conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation
of this Agreement to the substantive law of another
jurisdiction.
Agreement This Agreement constitutes the entire understanding
between you and the Company regarding this option.
Any prior agreements, commitments or negotiations
concerning this option are superseded.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above.
