**Exhibit 10.20**

**ITC^DeltaCom, Inc.**

**Description of Certain Management Compensatory Plans and Arrangements**

**Components of Executive Compensation**

The executive compensation program of ITC^DeltaCom, Inc., (the “Company”) principally includes a base salary and eligibility for annual cash bonuses and long-term incentive compensation in the form of restricted stock units, stockoptions and other equity-based awards issued under the ITC^DeltaCom, Inc. Amended and Restated Stock Incentive Plan (the “Amended and Restated Stock Incentive Plan”). The Company also provides its executive officers with executivebenefits, including perquisites, some of which are not generally available to more junior employees. Certain terms of compensation for all of the Company’s executive officers, other than the Senior Vice President-Finance, are set forth inemployment agreements between the Company and the executives, which have been filed as exhibits to the Company’s reports filed with the Securities and Exchange Commission. 

*Base Salary.* Base salaries of executive officers are initially determined by evaluating the responsibilities of the position, the experience andknowledge of the executive, and the competitive marketplace for executive talent, including a comparison to base salaries for comparable positions at companies in the Company’s peer group. Base salaries for executive officers are reviewedannually by the compensation committee based upon, among other things, individual performance and responsibilities. 

*Annual CashBonuses.*The Company pays annual cash bonuses to its Chief Executive Officer, other executive officers, and other employees under the Company’s annual bonus plan. Under the plan, eligible employees, including the Company’s executiveofficers and other senior executives, generally are entitled to receive a cash bonus in an amount up to a specified maximum percentage of the employee’s annual base salary, subject to the Company’s achievement of tiered financialperformance goals, including adjusted EBITDA (generally defined for these purposes as the sum of net income (or net loss) after eliminating interest expense, income tax expense, depreciation expense, amortization expense, and specified extraordinaryand non-recurring items) and cash balance targets. If the Company achieves the financial performance goals at or above the highest established tier, the employee will be entitled to receive a cash bonus that is equal to 100% of the specified maximumpercentage of the employee’s annual base salary. If the Company achieves the financial performance goals at a lower tier, the percentage of the specified maximum percentage of the employee’s annual base salary that the employee will beentitled to receive as a cash bonus will be reduced to the percentage attributed to that tier. Performance objectives are approved annually by the compensation committee, and factors other than those set forth above may be considered. 

*Long-Term Incentive Compensation.*The Company maintains the Amended and Restated Stock Incentive Plan for the benefit of its executive officersand other employees and maintains the ITC^DeltaCom, Inc. Executive Stock Incentive Plan for the benefit of the Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Executive Vice President-Operations. Awards under theplans are equity-based awards and are made or recommended by the compensation committee, subject to the terms of any applicable employment agreements. In determining the amount of stock options, restricted stock units and other equity-based awardsunder the Amended and Restated Stock Incentive Plan, the compensation committee considers each executive’s current performance and anticipated future contributions to the Company’s performance, as well as the amount and terms of otherequity-based awards previously granted to the executive by the Company and, due to volatility in the price of the Company’s common stock, the current valuation of the Company’s common stock in relation to current adjusted EBITDA comparedto historical valuations of the common stock in relation to historical adjusted EBITDA. 

**Other Compensatory Plans**

The Company’s executive officers also are eligible to participate in the Company’s 401(k) plan and other benefit plans, which are available toall regular Company employees.