EXHIBIT 10.21.2



 Exhibit 10.21.2 
 FORM OF 
 ITC^DELTACOM, INC. 
 EXECUTIVE STOCK INCENTIVE PLAN 
 COMMON STOCK UNIT AGREEMENT 
 ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value
(the “Stock”), to the individual named below as the Holder, subject to the vesting conditions referred to in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in the
individual’s employment agreement, dated as of                     , 2005 and as amended as of December 20, 2005 (as further amended
from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Executive Stock Incentive Plan (the “Plan”). 
 Grant Date: December 23, 2005 
 Name of Holder: 
 Holder’s Social Security Number: 
  

	Number	of Stock Units Covered by Grant: 

 This Stock Unit
grant is subject to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is available for your review on the Company’s intranet or upon request to Human Resources. You should carefully review the Plan,
and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan. 
  

							
	Company:	  	  
	  	
		  	(Signature)	  	
				
		  	Title:	  	  
	  	

 Attachment 
 This is not a stock certificate or a negotiable instrument. 







 Attachment 
 ITC^DELTACOM, INC. 
 EXECUTIVE STOCK INCENTIVE PLAN 
 COMMON STOCK UNIT AGREEMENT 
  

			
	Stock Unit Transferability	  	This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (the “Stock Units”). Your Stock Units may
not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.
		
	Definitions	  	 Capitalized terms not defined in this Agreement are defined in the Plan, and have the meanings set forth in the Plan. The following additional term
has the meaning provided below:
  
 “Service” means service by you as an
employee of the Company or one of its Affiliates. A change in your position or duties will not result in interrupted or terminated Service so long as you continue to be an employee of the Company or one of its Affiliates.

		
	Vesting	  	You will vest in the Stock Units in accordance with the terms and conditions contained in your Employment Agreement and the Plan. The resulting aggregate number of vested Stock Units will be
rounded down to the nearest whole number of Stock Units. You may not vest in more than the number of Stock Units covered by this grant.
		
	Delivery of Stock Pursuant to Vested Stock Units	  	 Delivery of the shares of Stock represented by your vested Stock Units will be made in accordance with your deferral election attached hereto as
Exhibit A. If no deferral election is attached to this Agreement, delivery of the shares of Stock represented by your vested Stock Units will be made in accordance with the terms of the Plan.
  
 You will have no further rights with regard to a Stock Unit once the share of Stock relating to the
Stock Unit has been delivered.

		
	Forfeiture of Unvested Stock Units	  	Unvested Stock Units will be forfeited, if at all, in accordance with the terms of the Plan and your Employment Agreement.
		
	Withholding Taxes	  	You agree, as a condition of this grant, that you will make acceptable arrangements to pay in cash any withholding or

  

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		  	other taxes that may be due as a result of vesting in Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you make such payments to the Company; (ii) withhold such amounts from other payments due to you from the Company or any
Affiliate; or (iii) cause an immediate forfeiture of shares of Stock represented by Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.
		
	Retention Rights	  	This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any
time and for any reason.
		
	Stockholder Rights	  	You do not have any of the rights of a stockholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be
entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the
Stock.
		
	Adjustments	  	In the event of a Capitalization Change or Corporate Transaction, your Stock Units will be adjusted, if at all, in accordance with the terms of the Plan.
		
	Applicable Law	  	This attachment (including the exhibit attached hereto) and its cover sheet (collectively, 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.
		
	The Plan	  	The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Plan and your Employment Agreement constitute the entire understanding between you and the Company
regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded.

  

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 Exhibit A 
 DEFERRAL ELECTION FORM 
  

							
	  
	  		  	  
	  	
	Name	  		  	Social Security Number	  	

 Please complete and return the form to: 
 ITC^DeltaCom, Inc. 
 7037 Old Madison Pike

 Suite 400 
 Huntsville, Alabama
35806 
 Facsimile No.: (256) 382-3936 
 Attention: General Counsel 
 Unless defined in this deferral election form, capitalized terms in this deferral election form
have the meanings given to such terms in the ITC^DeltaCom, Inc. Executive Stock Incentive Plan or the attached Common Stock Unit Agreement, as the case may be. 
 DEFERRAL AMOUNT 
 I hereby make the following deferral election: 
  

	 	 ̈	No deferral. (A certificate for all of the shares of Stock represented by my vested Stock Units (which shares of Stock will be rounded up to the nearest number of whole
shares) will be delivered to me in accordance with the terms of the Plan.) 

  

	 	 ̈	I elect to defer payment of my vested Incentive Awards as follows: 

  

	 	1.	Time-Vesting Incentive Awards. I elect to defer payment of my vested Time-Vesting Incentive Awards until
                    . 

  

	 	2.	Performance-Vesting Incentive Awards. I elect to defer payment of my vested Performance-Vesting Incentive Awards until the following dates: 

  
  
  
  

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 ACKNOWLEDGEMENT & SIGNATURE 
 I hereby make the election designated in this form, and agree to the terms and conditions set forth in this form and in the attached Common Stock Unit
Agreement. In the event of any conflict between the terms of this form and the Common Stock Unit Agreement, I understand that the terms of the Common Stock Unit Agreement shall govern. 
 I also acknowledge and agree that my deferral election is irrevocable once made. 
  

					
	Accepted and Agreed:	 		 	
			
	  
 Signature:
	 		 	  
 Date


  

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