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CONFIDENTIAL




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS AGREEMENT (“Agreement”), dated as of July 25, 2006 (“Effective Date”), is between
Broadwing Corporation, a Delaware corporation, on behalf of itself, its affiliates, subsidiaries,
successors and assigns (collectively “Broadwing”), and Stephen E. Courter (“Executive”).



     A. Broadwing desires to employ Executive and to have the benefits of his expertise and
knowledge, and Executive, in turn, desires employment with the Company.



     B. Broadwing has assessed the costs and benefits of providing benefits as provided in this
Agreement, and has determined that it is cost-effective and in the best interests of Broadwing to
enter into this Agreement.



     C. The parties enter into this Agreement to establish the terms and conditions of Executive’s
employment with Broadwing.



     D. Certain capitalized terms used in this Agreement are defined in Exhibit A attached
hereto.



     NOW, THEREFORE, as condition of Executive’s employment with Broadwing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Broadwing and
Executive agree as follows:



1. Nature of Employment 




     (a) Employment Period. Subject to the provisions for earlier termination hereinafter
provided, Executive’s employment hereunder shall be for a term (the “Employment Period”) commencing
on the Effective Date and ending on the third anniversary of the Effective Date (the “Initial
Termination Date”); provided, however, that this Agreement shall be automatically extended
for one additional year on the Initial Termination Date and on each subsequent anniversary of the
Initial Termination Date, unless either Executive or Broadwing elects not to so extend the term of
the Agreement by notifying the other party, in writing, of such election not less than sixty (60)
days prior to the last day of the term as then in effect. For the avoidance of doubt, non-renewal
of this Agreement by Broadwing pursuant to the proviso contained in the preceding sentence shall be
considered a termination without Cause unless Executive is otherwise notified by Broadwing.



     (b) Position. Executive is engaged to serve as Broadwing’s Chief Executive Officer of
Broadwing and shall perform such employment duties as are usual and customary for such position and
such other duties as the Board of Directors of Broadwing shall from time to time reasonably assign
to Executive. Executive agrees to devote Executive’s full business time, energy and skill, on an
exclusive basis, to the business and affairs of Broadwing and will use Executive’s business time,
energy and skill to promote the business and interests of Broadwing.



     (c) Board Member. At the commencement of the Employment Period, it is the intention
of the Board of Directors to appoint Executive to Broadwing’s board of directors. Upon



 









 







termination of Executive’s employment with the Company for any reason, Executive shall resign
as of the date of such termination from the Board and any affiliate board of directors.



2. Compensation




     (a) Base Salary. During the Employment Period, Executive shall receive a base salary
(the “Base Salary”) of $450,000 per annum, as the same may be increased thereafter (or thereafter
decreased, but not below the Base Salary as in effect on the Effective Date). The Base Salary shall
be paid at such intervals as Broadwing pays executive salaries generally. During the Employment
Period, the Base Salary shall be reviewed at least annually for possible adjustment in Broadwing’s
sole discretion, as determined by Broadwing’s Compensation Committee (the “Compensation
Committee”). The term “Base Salary” as utilized in this Agreement shall refer to Base Salary as so
adjusted.



     (b) Targeted Annual Variable Compensation. In addition to the Base Salary, Executive
shall be eligible to earn, for each fiscal year of Broadwing ending during the Employment Period,
targeted annual variable compensation equal to 50% of Executive’s Base Salary (the “Variable
Compensation”). The target performance goals for such Variable Compensation shall be determined by
the Compensation Committee in its sole discretion. The actual Variable Compensation earned by
Executive for each fiscal year shall be calculated based on Broadwing’s performance and Executive’s
performance as determined by the Compensation Committee. Variable Compensation for fiscal year
2006 shall be paid at an amount equal to $94,000.



     (c) Equity Incentive Awards. Broadwing shall issue to Executive under Broadwing’s
long term incentive plans:




     (i) an option to purchase 250,000 shares of Broadwing’s common stock at an exercise
price equal to the closing price of the common stock on the Effective Date, which shall vest
immediately upon execution of this Agreement;




     (ii) an option to purchase 250,000 shares of Broadwing’s common stock at an exercise
price equal to the closing price of the common stock on the Effective Date, which shall vest
one-third in annual installments on the first, second and third anniversary of the Effective
Date (the “Fixed Option Award”); provided, however, that in no event shall any portion of
the Fixed Option Award vest after Executive’s termination of employment with Broadwing
unless otherwise provided for in this Agreement; and




     (iii) an option to purchase 250,000 shares of Broadwing’s common stock at an exercise
price equal to the closing price of the common stock on the date Executive begins
employment, which shall vest immediately upon the achievement by Broadwing of either (A)
operational free cash flow (defined as EBITDA – Capital Expenditures) positive performance
for two successive quarters or (B) quarterly EBITDA for two successive quarters that equals
at least $70 million on an annualized basis (the “Incentive Option Award”); provided,
however, that in no event shall any portion of the Incentive Option Award vest after
Executive’s termination of employment with Broadwing unless otherwise provided for in this
Agreement.



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     In connection with the options granted herein, Executive will enter into Broadwing’s standard
Non-qualified Stock Option Agreement reflecting the terms set forth in this Agreement.



     (d) Long Term Incentive Awards. Broadwing has granted, and may in the future grant in
its sole discretion, to Executive additional incentive awards under Broadwing’s long term equity
incentive plans.



     (e) Other Benefits.




     (i) General. During the Employment Period, Executive shall be eligible to
participate in those employee benefits which Broadwing, from time to time, generally makes
available to its executives subject to the terms and conditions of such benefit plans or
programs, which may include incentive plans, policies and programs, savings and retirement
plans, policies and programs, welfare benefit plans, practices, policies and programs
(including, if applicable, medical, dental, disability, employee life, group life and
accidental death insurance plans and programs).




     (ii) Reimbursement. Executive shall be entitled to receive reimbursement for
all reasonable business expenses incurred by Executive in accordance with the policies,
practices and procedures of Broadwing provided to executives of Broadwing.




     (iii) Relocation. Executive shall relocate to Austin, Texas. At any time
after the Effective Date, Broadwing agrees to pay for all reasonable costs associated with
such relocation, consistent with Broadwing’s applicable relocation assistance policy for
executives.




     (iv) Vacation. Executive shall be entitled to four weeks of paid vacation per
year. Executive may not carryover more than four weeks paid vacation from year to year.



3. Termination of Employment




     (a) Termination Upon Death. If Executive’s employment is terminated due to
Executive’s death, Broadwing will pay to Executive’s estate:




     (i) Executive’s accrued and unpaid current base salary accrued through the date of
termination; and




     (ii) the amount the targeted Variable Compensation Executive would have been paid had
Executive continued employment until the end of the fiscal year in which such death occurs
multiplied by a fraction in which the numerator is the number of days from and including the
first day of such fiscal year up to and including the date of death and the denominator is
365; provided, however, that such amount shall be paid when Broadwing generally pays
variable compensation to other Executives after the end of the fiscal year and shall be
calculated based on Broadwing’s performance and Executive’s performance prior to termination
as determined by the Compensation Committee.



     (b) Termination Upon Disability. If Executive’s employment is terminated due to
Executive’s Disability, Executive will be entitled to receive:



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     (i) Executive’s accrued and unpaid current base salary accrued through the date of
termination; and




     (ii) the amount the targeted Variable Compensation Executive would have been paid had
Executive continued employment until the end of the fiscal year in which such termination
due to Executive’s Disability occurs multiplied by a fraction in which the numerator is the
number of days from and including the first day of such fiscal year up to and including the
date of termination and the denominator is 365 provided, however, that such amount shall be
paid when Broadwing generally pays variable compensation to other Executives after the end
of the fiscal year and shall be calculated based on Broadwing’s performance and Executive’s
performance prior to termination as determined by the Compensation Committee.



        (c) Termination by Resignation; by Broadwing for Cause. If Executive’s employment is
terminated due to Executive’s resignation other than for Good Reason or by Broadwing for Cause,
Executive will be entitled to receive Executive’s accrued and unpaid current base salary accrued
through the date of such.



        (d) Termination by Broadwing Other Than By Cause; Resignation For Good Reason.
If Executive’s employment is terminated by Broadwing other than for Cause or due to Executive’s
resignation for Good Reason, then Executive will be entitled to receive:




     (i) Executive’s accrued and unpaid current base salary accrued through the date of
termination;




     (ii) a lump sum cash payment equal to twenty-four (24) months of Base Salary at the
time of termination;




     (iii) a continuation for a twenty-four (24) month period following the month of
termination in Broadwing’s medical and dental benefit programs for which executive employees
are generally eligible; and




     (iv) full and complete accelerated vesting of Executive’s Fixed Option Award; 



        Provided that, with respect to clauses (ii) through (v), Executive will be entitled to
receive such amounts if and only if Executive has executed and delivered to Broadwing a General
Release substantially in form and substance as set forth in Exhibit B attached hereto at
the time of Executive’s termination and only so long as Executive is in compliance with the
provisions of paragraphs 5, 6 and 7 of this Agreement; and provided further that an
Executive who desires to terminate employment for Good Reason shall provide thirty (30) day advance
written notice to Broadwing indicating the specific termination provision relied upon and, to the
extent applicable, setting forth in reasonable detail the facts and circumstances claimed to be the
basis of such termination.



(e)
Termination After a Change of Control.


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        (i) If a Change of Control (as defined herein) occurs during the Employment Period, all
outstanding stock options, restricted stock and other equity awards granted to Executive
under any of Broadwing’s equity incentive plans (or awards substituted therefore covering
the securities of a successor company) including the Fixed Option Award, but excluding the
Incentive Option Award, shall become immediately vested and exercisable in full.




        (ii) If Executive’s employment is terminated by Broadwing without Cause or by Executive
for Good Reason, in each case within two (2) years after the effective date of the Change of
Control, then Executive shall be entitled to:




     (A) the payments and benefits provided in Section 3(d), subject to the terms
and conditions thereof;




     (B) a lump sum cash payment equal to the target Variable Compensation in effect
at the time of the termination multiplied by 2;




     (C) the amount the targeted Variable Compensation Executive would have been
paid had Executive continued employment until the end of the fiscal year in which
such termination occurs multiplied by a fraction in which the numerator is the
number of days from and including the first day of such fiscal year up to and
including the date of termination and the denominator is 365 provided, however, that
such amount shall be paid when Broadwing generally pays variable compensation to
other Executives after the end of the fiscal year and shall be calculated based on
Broadwing’s performance and Executive’s performance prior to termination as
determined by Executive’s immediate supervisor; and




     (D) all outstanding stock options, restricted stock and other equity awards
granted to Executive under any of Broadwing’s equity incentive plans (or awards
substituted therefore covering the securities of a successor company) including the
Incentive Option Award, shall become immediately vested and exercisable in full.




        Provided that, with respect to clauses (A) through (D), Executive will be
entitled to receive such amounts if and only if Executive has executed and delivered to
Broadwing a General Release substantially in form and substance as set forth in Exhibit
B attached hereto at the time of Executive’s termination.



     (f) No Other Rights. Except as otherwise expressly provided herein, all of
Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which
would have accrued or become payable after the termination or expiration of the employment shall
cease upon such termination or expiration, other than those expressly required under applicable law
(such as COBRA).



     (h) Deductions; Withholding Taxes; Broadwing may withhold appropriate federal, state
or local income, employment and other applicable taxes from payments hereunder.



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     (i) Compliance With Code Section 409A. Notwithstanding anything in this Agreement to
the contrary, Broadwing may delay the payment of amounts otherwise payable hereunder if such delay
is necessary to avoid any excise tax payable by Executive under Section 409A of the Code.



4. Executive’s Representations 




     Executive hereby represents and warrants to Broadwing that:



     (a) the execution, delivery and performance of this Agreement by Executive does not and shall
not conflict with, breach, violate or cause a default under any contract, agreement, instrument,
order, judgment or decree to which Executive is a party or by which Executive is bound, and



     (b) Executive is not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity other than those previously disclosed to
Broadwing,



     EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT
WITH INDEPENDENT LEGAL COUNSEL REGARDING EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
AND THAT EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN.



5. Non-Solicitation




     (a) Executive agrees that, as part of the employment or association with Broadwing, Executive
will and/or have become familiar with the salary, pay scale, capabilities, experiences, skill and
desires of Broadwing’s employees and consultants. Executive agrees that, for a period of twelve
(12) months immediately following date of termination or resignation, Executive will not recruit,
solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons
employed by or associated with Broadwing, nor will Executive contact or communicate with any such
persons for the purpose of inducing such persons to terminate their employment or association with
Broadwing. For purposes of this paragraph, the “persons” covered by this prohibition include
permanent employees, temporary employees, or consultants who were employed by, doing business with,
or associated with Broadwing within six (6) months of the time of the attempted recruiting,
solicitation, or hiring.



     (b) In addition, Executive agrees that during Executive’s employment with Broadwing, Executive
will not induce or attempt to induce any Covered Client or Customer to diminish, curtail, divert or
cancel its business relationship with Broadwing. Additionally, Executive agrees that for a period
of twelve (12) months following the date of termination or resignation, Executive will not,
directly or indirectly service, call on, solicit, divert or take away, any Covered Clients or
Customers of Broadwing. This paragraph is geographically limited to (i) the United States, or (ii)
any location, storefront, address or place of business where a Covered Client or Customer is
present and available for solicitation at that time. Executive further agrees that Executive may
not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically
limited area from a remote location through means such as



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telecommunications, written correspondence, computer generated or assisted communications, or
other similar methods.



6. Confidential Information




     (a) UNLESS REQUIRED BY LAW, EXECUTIVE SHALL NOT DISCLOSE TO ANY PERSON (OTHER THAN EXECUTIVE’S
IMMEDIATE FAMILY, OR TAX, LEGAL AND OTHER COUNSEL EXECUTIVE HAS CONSULTED REGARDING THE MEANING OR
EFFECT OF THIS AGREEMENT OR AS REQUIRED BY LAW) THE EXISTENCE OF THIS AGREEMENT OR ANY OF THE
TERMS, CONDITIONS OR OTHER FACTS WITH RESPECT TO THIS AGREEMENT.



     (b) Executive acknowledges and agrees that Broadwing has provided and Executive has had access
to Confidential Information and that the Confidential Information obtained by Executive while
employed by Broadwing and its subsidiaries concerning the business or affairs of Broadwing or any
subsidiary are the property of Broadwing or such subsidiary.



     (c) For twelve (12) months subsequent to the date of termination, Executive agrees that
Executive will continue to be bound by Broadwing’s Code of Conduct concerning the prohibited used
of the Confidential Information and agrees not to utilize or disclose any such Confidential
Information for any purpose, or to any person, without Broadwing’s written consent.



7. Intellectual Property, Inventions and Patents 




     Executive acknowledges that all Work Product belong to Broadwing. Executive shall promptly
disclose such Work Product to Broadwing and, at Broadwing’s expense, perform all actions reasonably
requested by Broadwing (whether during or after the Employment Period) to establish and confirm
such ownership (including, without limitation, assignments, consents, powers of attorney and other
instruments).



     If Executive is based in Illinois, in accordance with Section 2872 of the Illinois Employee
Patent Act, Ill. Rev. Stat. Chap. 140, § 301 et seq. (1983), or California, in
accordance with California Labor Code, § 2780 to §2782, Executive is hereby advised that this
Section regarding Broadwing’s and its subsidiaries’ ownership of Work Product does not apply to any
invention for which no equipment, supplies, facilities or trade secret information of Broadwing or
any subsidiary was used and which was developed entirely on Executive’s own time, unless (i) the
invention relates to the business of Broadwing or any subsidiary or to Broadwing’s or any
subsidiaries’ actual or demonstrably anticipated research or development or (ii) the invention
results from any work performed by Executive for Broadwing or any subsidiary.



8. Tax Protection




     Anything to the contrary herein notwithstanding, if any payments provided for under this
Agreement, together with any other payments or benefits that Executive has the right to receive
from Broadwing (the “Payments”), would equal or exceed an amount equal to three times Executive’s
“base amount” (as defined in Section 280G(b)(3) of the Code) (the “Safe Harbor



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Amount”) and would be subject to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties with respect to such excise tax (such excise tax, together with any such
interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), Broadwing
shall pay Executive an additional payment (a “Gross-up Payment”) in an amount such that after
payment by Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed on any Gross-up Payment, Executive will retain an amount
of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. the Compensation
Committee, or any officer delegated by the Compensation Committee shall make an initial
determination as to whether a Gross-up Payment is required and the amount of any such Gross-up
Payment. Executive shall notify Broadwing immediately in writing of any claim by the Internal
Revenue Service which, if successful, would require Broadwing to make a Gross-up Payment (or a
Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee or
such designated officer) within five (5) days of the receipt of such claim. Broadwing shall notify
Executive in writing at least five (5) days prior to the due date of any response required with
respect to such claim if it plans to contest the claim. If Broadwing decides to contest such claim,
then Executive shall cooperate fully with Broadwing in such action; provided, however, Broadwing
shall bear and pay directly or indirectly all costs and expenses (including additional interest and
penalties) incurred in connection with such action and shall indemnify and hold Executive harmless,
on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of Broadwing’s action. If, as a result of Broadwing’s action
with respect to a claim, Executive receives a refund of any amount paid by Broadwing with respect
to such claim, then Executive shall promptly pay such refund to Broadwing. If Broadwing fails to
timely notify Executive whether it will contest such claim or Broadwing determines not to contest
such claim then Broadwing shall pay Executive the portion of such claim, if any, which it has not
previously paid Executive.




     Notwithstanding the foregoing provisions of this Section 8, if it shall be determined that
Parachute Value of all Payments is more than 100% but not more than 115% of the Safe Harbor Amount,
then no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement
shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe
Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by
first reducing the payments under Section 3(d)(ii) or 4(e)(ii)(B), unless an alternative method of
reduction is elected by the Executive, and in any event shall be made in such a manner as to
maximize the value of all Payments actually made to the Executive. For purposes of reducing the
Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other
Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not
result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts
payable under the Agreement shall be reduced pursuant to this Section 8. The Company’s obligation
to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s
termination of employment. For the purposes of this Section 8, “Parachute Value” of a Payment
shall mean the present value as of the date of the change of control for purposes of Section 280G
of the Code of the portion of such Payment that constitutes a “parachute payment” under Section
280G(b)(2) for purposes of determining whether and to what extent the Excise Tax will apply to such
Payment.




	9.	 	Notices




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     Any notice provided for in this Agreement shall be in writing and shall be either personally
delivered, sent by reputable overnight courier service or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:



          Notices to Executive: at the address listed in Broadwing’s records




          Notices to Broadwing:



Broadwing Corporation

1122 Capital of Texas Hwy.

Austin, Texas 78746

Attention: General Counsel



or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when so delivered, sent or mailed.




10. Severability 




     Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.



11. Complete Agreement




     This Agreement and the other agreements entered into pursuant to this Agreement set forth the
entire agreement between Broadwing and Executive with respect to the subject matter hereof. Except
as expressly set forth herein, this Agreement supersedes all other agreements and understandings,
written or oral, between the parties hereto with respect to the subject matter hereof.



12. Interpretation and No Strict Construction




     This Agreement has been negotiated by the parties and their respective counsel. This
Agreement shall be fairly interpreted in accordance with its terms and without any strict
construction in favor of or against either party. The headings and captions are included for
reference purposes only and do not affect the interpretation of the provisions hereof. The
captions in this Agreement are for convenience of reference only and shall not limit or otherwise
affect any of the terms or provisions hereof. Use of the words “herein,” “hereof,” “hereto” and
the like in this Agreement refer to this Agreement as a whole and not to any particular Article,
Section or provision of this Agreement, unless otherwise noted. When the context requires, the
number of all words includes the singular and plural.



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13. Counterparts




     This Agreement may be executed in separate counterparts, each of which is deemed to be an
original and all of which taken together constitute one and the same agreement.



14. Successors and Assigns




     This Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive, Broadwing and their respective heirs, successors and assigns, except that Executive may
not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the
prior written consent of Broadwing.



15. Choice of Law and Enforcement




     (a) All issues and questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and
construed in accordance with, the laws of the State of Texas, without giving effect to any choice
of law or conflict of law rules or provisions (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Texas. Except as provided in the Mandatory Arbitration section below, with respect to any
dispute or claims arising out of this Agreement or Executive’s employment relationship with
Broadwing, the state and federal courts situated in Travis County, Texas, shall have personal
jurisdiction over Broadwing and Executive to hear disputes concerning such claims, and that venue
for any such disputes shall be exclusively in the state or federal courts in Travis County, Texas.
The prevailing party in any legal action brought by one party against the other and arising out of
this Agreement shall be entitled, in addition to any other rights and remedies it may have, to
reimbursement for its expenses, including court costs and reasonable attorneys’ fees.



     (b) If, at the time of enforcement of Section 5, 6 or 7 of this Agreement, a court holds that
the restrictions stated herein are unreasonable under circumstances then existing, the parties
hereto agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area. Because Executive’s
services are unique and because Executive has access to Confidential Information and Work Product,
the parties hereto agree that money damages would not be an adequate remedy for any breach of this
Agreement. Therefore, in the event a breach or threatened breach of this Agreement, Broadwing or
its successors or assigns, in addition to other rights and remedies existing in their favor, shall
be entitled to specific performance and/or injunctive or other equitable relief from a court of
competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof
(without posting a bond or other security). Executive agrees that no bond or security shall be
required in obtaining such equitable relief. In addition, in the event of an alleged breach or
violation by Executive of Section 5, the six-month or twelve-month period, as applicable, shall be
tolled until such breach or violation has been duly cured. Executive acknowledges that the
restrictions contained in this Agreement are reasonable and that Executive has had the opportunity
to review the provisions of this Agreement with Executive’s legal counsel.



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16. Amendment and Waiver




     The provisions of this Agreement may be amended or waived only with the prior written consent
of Broadwing and Executive, and no course of conduct or course of dealing or failure or delay by
any party hereto in enforcing or exercising any of the provisions of this Agreement (including,
without limitation, Broadwing’s right to terminate the Employment Period for Cause) shall affect
the validity, binding effect or enforceability of this Agreement or be deemed to be an implied
waiver of any provision of this Agreement.



17. Executive’s Cooperation 




     During the Employment and thereafter, Executive shall reasonably cooperate with Broadwing and
its subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding
as reasonably requested by Broadwing (including, without limitation, Executive being available to
Broadwing upon reasonable notice for interviews and factual investigations, appearing at
Broadwing’s request to give testimony without requiring service of a subpoena or other legal
process, volunteering to Broadwing all pertinent information and turning over to Broadwing all
relevant documents which are or may come into Executive’s possession, all at times and on schedules
that are reasonably consistent with Executive’s other permitted activities and commitments). In
the event Broadwing requires Executive’s cooperation in accordance with this paragraph, Broadwing
shall reimburse Executive for reasonable out-of-pocket expenses incurred in connection therewith
(including travel, lodging, meals, and reasonable legal expenses, subject to Broadwing’s
requirements with respect to reporting and documentation of such expenses).



18. Mandatory Arbitration 




     In the event there is an unresolved legal dispute between the parties that involves legal
rights or remedies arising from this Agreement or the employment relationship between Executive and
Broadwing, the parties agree to submit their dispute to binding arbitration under the authority of
the Federal Arbitration Act and/or the Texas Arbitration Act; provided, however, that Broadwing may
pursue a temporary restraining order and/or preliminary injunctive relief in accordance with
Section 5, 6 or 7 above, with related expedited discovery for the parties, in a court of law, and,
thereafter, require arbitration of all issues of final relief. Insured workers compensation claims
(other than wrongful discharge claims), and claims for unemployment insurance are excluded from
arbitration under this provision. The Arbitration will be conducted by the American Arbitration
Association pursuant to the American Arbitration Association’s National Rules for the Resolution of
Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of
Texas. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to
state in a written opinion all facts and conclusions of law relied upon to support any decision
rendered. No arbitrator will have authority to render a decision that contains an outcome
determinative error of state or federal law, or to fashion a cause of action or remedy not
otherwise provided for under applicable state or federal law. Any dispute over whether the
arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a
court of law. In all other respects, the arbitration process will be conducted in accordance with
the American Arbitration Association’s National Rules for the Resolution of Employment Disputes.
Broadwing will pay the arbitration costs and arbitrator’s



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fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All
proceedings shall be conducted in Austin, Texas, or another mutually agreeable site. The duty to
arbitrate described above shall survive the termination of this Agreement. Except as otherwise
provided above, the parties hereby waive trial in a court of law or by jury. All other rights,
remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will
apply in the arbitration.



     THIS AGREEMENT CONTAINS DISPUTE RESOLUTION THROUGH BINDING ARBITRATION. THE PARTIES
ACKNOWLEDGE AND AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED THROUGH MANDATORY
BINDING ARBITRATION UNDER SECTION 18 ABOVE.



[Signature Page Follows]




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     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.




	 	 	 	 	 	 	 
	 	 	BROADWING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kim D. Larsen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kim D. Larsen	 	 
	 

	 	Title:
	 	Acting Co-CEO, SVP and GC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	 	 	     /s/ Stephen E. Courter
	 	 	 
	 	 	Stephen E. Courter







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Exhibit A




Definitions




     “Cause” shall mean any one or more of the following:




	 	(i)	 	habitual intoxication;
	 
	 	(ii)	 	illegal drug use or illegal drug addiction;
	 
	 	(iii)	 	conviction of a felony (or plea of guilty or nolo contendre);
	 
	 	(iv)	 	a material failure or inability to perform duties or
obligations as an employee, other than from illness or injury;
	 
	 	(v)	 	willful misconduct or negligence in the performance of duties
or obligations as an employee; or
	 
	 	(vi)	 	any material breach of this Agreement, or other agreement
entered into between Broadwing and Executive;





     provided, however, that in the case of (i), (ii), (iv) or (v) (with respect to
negligence only) above, Executive shall have received written notice from Broadwing of the acts
purportedly constituting Cause and shall have failed to cure such acts within thirty (30) days
following receipt of such notice.



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Change of Control” means the first to occur of any of the following:




	 	(i)	 	any sale, lease, exchange, or other transfer (in one
transaction or a series of transactions) of all or substantially all of the
assets of Broadwing;
	 
	 	(ii)	 	individuals who, as of the Effective Date, constitute the
entire Board of Directors (“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election
was approved by a vote of a majority of the then Incumbent Directors shall be,
for the purpose of this provision, considered as though such individual were an
Incumbent Director;
	 
	 	(iii)	 	any consolidation or merger of Broadwing with any other entity
where the stockholders of Broadwing immediately prior to the consolidation or
merger (other than any stockholder directly or indirectly acquiring control in
said consolidation or merger), would not, immediately after the consolidation
or merger, beneficially own, directly or indirectly, fifty percent (50%) of the
combined voting power of all of the outstanding securities of the entity
issuing cash or securities in the consolidation or merger (or its parent
corporation, if any);




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	 	(iv)	 	a person or entity becomes the beneficial owner, directly or
indirectly, of securities of Broadwing representing seventy-five percent (75%)
or more of the total number of votes that may be cast for the election of the
directors of Broadwing; or
	 
	 	(v)	 	the Board, by vote of a majority of all of the directors,
adopts a resolution to the effect that a Change of Control has occurred for
purposes of the Agreement;





     “Confidential Information” shall mean the information, observations, training and data
(including trade secrets) obtained by Executive while employed by Broadwing and its subsidiaries
concerning the business or affairs of Broadwing or any subsidiary. “Confidential Information”
includes, without limitation, information pertaining to: (i) the identities of customers or
clients with which or whom Broadwing does or seeks to do business, as well as the point of contact
persons and decision-makers at these customers or clients, including their names, addresses, e-mail
addresses and positions, whether contained in Broadwing’s computer database system or any written
report distributed to employees; (ii) the past or present purchasing history of each customer or
client; (iii) the volume of business and the nature of the business relationship between Broadwing
and its customers or clients, including any computerized documents or files and/or written reports
summarizing such information; (iv) the financing methods employed by and arrangements between
Broadwing and its existing or potential customers or clients; (v) the pricing of Broadwing’s
services and products, including any deviations from its standard pricing for particular customers
or clients; (vi) Broadwing’s business plans and strategy, including customer assignments and
rearrangements, sales and administrative staff expansions, marketing and sales plans and strategy,
proposed adjustments in compensation of sales personnel, revenue, expense and profit projections,
industry analyses, and any proposed or actual implemented technology changes; (vii) information
regarding Broadwing’s employees, including their identities, skills, talents, knowledge,
experience, compensation, and preferences; (viii) information about Broadwing’s financial results
and business condition contained on Broadwing’s computer network or in any written or printed
documents; (ix) computer programs and software developed by Broadwing and tailored to Broadwing’s
needs by its employees, independent contractors, consultants or vendors; (x) software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information; and (xi) all technology developed, enhanced, produced and/or distributed
by Broadwing, including Broadwing’s training programs and techniques.



     “Covered Clients and Customers” means those persons or entities (Clients and Customers such as
customers, retailers, wholesalers and distribution chains) that (i) Broadwing has provided services
or products to (including, without limitation, any corporate office, headquarter, retail, or
dedicated team services), or (ii) Executive, as an employee of Broadwing, either had contact with,
supervised employees who had contact with, or received proprietary information about; within the
last twenty four (24) month period that Executive was employed with Broadwing.



     “Disability” with respect to a termination of Executive Upon Disability means Executive’s
incapacity due to physical or mental illness whereby Executive (i) is considered disabled under
Broadwing’s long-term disability insurance plans, or (ii) is determined to be unable to fulfill
Executive’s job related functions for Broadwing under Broadwing’s existing policies.



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     “Good Reason” with respect to a termination by an Executive means Executive’s voluntary
resignation after any of the following:




	 	(i)	 	a material reduction in Executive’s compensation;
	 
	 	(ii)	 	a material reduction in Executive’s position, duties or
responsibilities;
	 
	 	(iii)	 	a requirement that Executive move Executive’s principal
residence because Executive’s primary place of employment or service is moved
to a location greater than 50 miles away from its then current location; or
	 
	 	(iv)	 	Broadwing (or a successor) has not paid to Executive when due
any salary, bonus or other material benefit.





     With respect to (i)-(iv) above, “Good Reason” shall not include an insubstantial or
inadvertent action by Broadwing which is remedied promptly after notice thereof is given by
Executive.



     “Work Product” shall mean all discoveries, concepts, ideas, inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports, patent applications,
copyrightable work and mask work (whether or not including any confidential information) and all
registrations or applications related thereto, all other proprietary information and all similar or
related information (whether or not patentable) which relate to Broadwing’s or any of its
subsidiaries’ actual or anticipated business, research and development or existing or future
products or services and which are conceived, developed or made by Executive (whether above or
jointly with others) while employed by Broadwing and its subsidiaries, whether before or after the
date of this Agreement.




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CONFIDENTIAL




Exhibit B




GENERAL RELEASE




     I, ____ , in consideration of and subject to the performance by Broadwing Corporation, a Delaware
Corporation (together with its affiliates and subsidiaries, “Broadwing”), of its material
obligations under the Executive Employment Agreement, dated as of March 29, 2006, (the
“Agreement”), do hereby release and forever discharge as of the date hereof Broadwing and all
present and former directors, officers, agents, representatives, employees, successors and assigns
of Broadwing and its direct or indirect owners (collectively, the “Released Parties”) to the extent
provided below.




	 	1.	 	I understand that any payments or benefits paid or granted to me under the
Agreement represent, in part, consideration for signing this General Release and are
not salary, wages or benefits to which I was already entitled. I understand and agree
that I will not receive the payments and benefits specified in the Agreement unless I
execute this General Release and do not revoke this General Release within the time
period permitted hereafter or breach this General Release.
	 
	 	2.	 	I knowingly and voluntarily release and forever discharge Broadwing and the
other Released Parties from any and all claims, controversies, actions, causes of
action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated
damages, punitive or exemplary damages, other damages, claims for costs and attorneys’
fees, or liabilities of any nature whatsoever in law and in equity, both past and
present (through the date of this General Release) and whether known or unknown,
suspected, or claimed against Broadwing or any of the Released Parties which I, my
spouse, or any of my heirs, executors, administrators or assigns, may have, which arise
out of or are connected with the Executive’s employment with, or my separation from,
Broadwing (including, but not limited to, any allegation, claim or violation, arising
under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of
1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older
Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans
with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil
Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act;
the Employee Retirement Income Security Act of 1974; any applicable Executive Order
Programs; the Fair Labor Standards Act; or their state or local counterparts; or under
any other federal, state or local civil or human rights law, or under any other local,
state, or federal law, regulation or ordinance; or under any public policy, contract or
tort, or under common law; or arising under any policies, practices or procedures of
Broadwing; or any claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation; or any claim for costs, fees, or other expenses,
including attorneys’ fees incurred in these matters) (all of the foregoing collectively
referred to herein as the “Claims”).




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	 	3.	 	I represent that I have made no assignment or transfer of any right, claim,
demand, cause of action, or other matter covered by paragraph 2 above.
	 
	 	4.	 	I acknowledge and agree that my separation from employment with Broadwing in
compliance with the terms of the Agreement shall not serve as the basis for any claim
or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).
	 
	 	5.	 	In signing this General Release, I acknowledge and intend that it shall be
effective as a bar to each and every one of the Claims hereinabove mentioned or
implied. I expressly consent that this General Release shall be given full force and
effect according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected Claims (notwithstanding any state statute that
expressly limits the effectiveness of a general release of unknown, unsuspected and
unanticipated Claims), if any, as well as those relating to any other Claims
hereinabove mentioned or implied. I acknowledge and agree that this waiver is an
essential and material term of this General Release and that without such waiver
Broadwing would not have agreed to the terms of the Agreement. I further agree that in
the event I should bring a Claim seeking damages against Broadwing, or in the event I
should seek to recover against Broadwing in any Claim brought by a governmental agency
on my behalf, this General Release shall serve as a complete defense to such Claims. I
further agree that (a) I am not aware of any pending charge or complaint of the type
described in paragraph 2 as of the execution of this General Release, and (b) if any
such pending charge or complaint of which I am not presently aware is or becomes in
existence, I will upon becoming aware of such charge or complaint use all reasonably
diligent efforts to cause such charge or complaint to be dismissed or terminated.
	 
	 	6.	 	I agree that neither this General Release, nor the furnishing of the
consideration for this General Release, shall be deemed or construed at any time to be
an admission by Broadwing, any Released Party or myself of any improper or unlawful
conduct.
	 
	 	7.	 	I agree that if I violate this General Release by bringing any Claim against
Broadwing or any other Released Parties, I will pay all costs and expenses of defending
against the suit incurred by the Released Parties, including reasonable attorneys’ fees
and expenses.
	 
	 	8.	 	I agree that this General Release is confidential and agree not to disclose any
information regarding the terms of this General Release, except to my immediate family
and any tax, legal or other counsel I have consulted regarding the meaning or effect
hereof or as required by law, and I will instruct each of the foregoing not to disclose
the same to anyone.
	 
	 	9.	 	Any non-disclosure provision in this General Release does not prohibit or
restrict me (or my attorney) from responding to any inquiry about this General Release
or its underlying facts and circumstances by the Securities and Exchange




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	 	 	 	Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any
other self-regulatory organization or governmental entity.






	 	10.	 	I agree to reasonably cooperate with Broadwing in any internal investigation or
administrative, regulatory, or judicial proceeding. I understand and agree that my
cooperation may include, but not be limited to, making myself available to Broadwing
upon reasonable notice for interviews and factual investigations; appearing at
Broadwing’s request to give testimony without requiring service of a subpoena or other
legal process; providing to Broadwing pertinent information; and turning over to
Broadwing all relevant documents which are or may come into my possession all at times
and on schedules that are reasonably consistent with my other permitted activities and
commitments. I understand that in the event Broadwing asks for my cooperation in
accordance with this provision, Broadwing will reimburse me solely for my reasonable
out-of-pocket expenses incurred in connection therewith (including travel, lodging,
meals, and reasonable legal expenses, subject to Broadwing’s requirements with respect
to reporting and documentation of such expenses).
	 
	 	11.	 	Notwithstanding anything in this General Release to the contrary, this General
Release shall not relinquish, diminish, or in any way affect any rights or claims
arising out of any breach by Broadwing or by any Released Party of its obligations
under the Agreement or to previously vested rights under Broadwing’s applicable plans.
	 
	 	12.	 	Whenever possible, each provision of this General Release shall be interpreted
in, such manner as to be effective and valid under applicable law, but if any provision
of this General Release is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction, but
this General Release shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been contained herein.





     BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:




	 	1.	 	I HAVE READ IT CAREFULLY;
	 
	 	2.	 	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, AS AMENDED;
	 
	 	3.	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
	 
	 	4.	 	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE
DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY
OWN VOLITION;




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	 	5.	 	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE,
SUBSTANTIALLY IN ITS FINAL FORM ON ______ ___, ___, TO CONSIDER IT AND THE
CHANGES MADE SINCE THE ______ ___, ___VERSION OF THIS RELEASE ARE NOT
MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;
	 
	 	6.	 	THE CHANGES TO THE AGREEMENT SINCE ______
___, ___ EITHER ARE NOT
MATERIAL OR WERE MADE AT MY REQUEST.
	 
	 	7.	 	I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION PERIOD HAS EXPIRED;
	 
	 	8.	 	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE
ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
	 
	 	9.	 	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,
CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF BROADWING AND BY ME.
	 
	 	10.	 	I AGREE AND ACKNOWLEDGE THAT THE CONSIDERATION FOR THIS GENERAL RELEASE IS IN
ADDITION TO ANYTHING OF VALUE FOR WHICH I WAS ALREADY ENTITLED.





	 	 	 	 	 	 	 
	DATE:

	 	 	 	 
	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Name:                                                             







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