EXHIBIT4.4



 Exhibit 4.4 
  
 ITC^DELTACOM, INC. 
 AMENDED AND RESTATED STOCK INCENTIVE PLAN 
  
 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 set forth in the
attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the ITC^DeltaCom, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). 
  
 Grant Date: ______________,
20___             
  
 Name of Holder:________________________________________              
  
 Holder’s Social Security Number:
___________–_________–_________                                 
    
  
 Number of Stock Units Covered by Grant: __________________
             
  
 By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is available for your review upon request to Human Resources. You
acknowledge that you have carefully reviewed 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. 
  

		
	Holder:	 	 
	 	

	 	 	 (Signature)

		
	 Company:
	 	 
	 	

	 	 	 (Signature)

			
	 	 	Title:	 	 
	 	 	 	


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







 ITC^DELTACOM, INC. 
 AMENDED AND RESTATED STOCK INCENTIVE PLAN 
  
 STOCK UNIT AGREEMENT 
  

	 Stock Unit Non-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 meaning set forth in the Plan. The following additional
terms have the meanings provided below 


  

	 	 “Service” means service by you as an employee, officer, director or consultant to the Company or an Affiliate. A change in your
position or duties will not result in interrupted or terminated Service so long as you continue to be an employee, officer, director or consultant of the Company or an Affiliate 


  

	 	 “Cause” means, as determined by the Board and unless otherwise provided in an applicable employment agreement between you and the
Company or an Affiliate, (i) your gross negligence or willful misconduct in connection with the performance of your duties, (ii) your conviction of a criminal offense (other than minor traffic offenses) or (iii) your material breach of any term of
any employment, consulting or other services, confidentiality, intellectual property or non-competition agreement between you and the Company or an Affiliate. 


  

	 Vesting 
	 One half (1/2) of the total number of Stock Units under this Stock Unit grant will become vested on the first anniversary of the Grant Date,
provided you then continue in Service. The remaining one half (1/2) of the total number of Stock Units under this Stock Unit grant will become vested on the second anniversary of the Grant Date, provided you then continue in Service. One hundred
percent (100%) of the total number of Stock Units under this Stock Unit grant will become vested upon your termination of Service due to your 


  

 2 









	 	 death or Disability. 


  

	 	 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. 


  

	 	 Except as may be provided in an applicable employment agreement between you and the Company or an Affiliate, no additional Stock Units will vest
after your Service has terminated for any reason. 


  

	 Delivery of Stock Pursuant to 
Vested Units 
	 A certificate for all of the shares of Stock represented by the vested Stock Units (which shares of Stock will be rounded down to the nearest
number of whole shares) will be delivered to you on the third anniversary of the Grant Date; provided, that, if the third anniversary of the Grant Date occurs during a period in which you are (i) subject to a lock-up agreement restricting your
ability to sell Stock in the open market or (ii) restricted from selling Stock in the open market because a trading window is not available, delivery of such vested shares will be delayed until the date immediately following the expiration of the
lock-up agreement or the opening of a trading window. 


  

	 	 In the event that your Service terminates for any reason other than for Cause prior to the third anniversary of the Grant Date, shares of Stock
corresponding to the vested portion of your Stock Units will be delivered to you immediately following your termination of Service. 


  

	 Forfeiture of Unvested Units 
	 In the event that your Service terminates for any reason other than because of your death or Disability, unless otherwise provided in an
applicable employment agreement between you and the Company or an Affiliate, you will forfeit all of the Stock Units that have not yet vested. 


  

	 Termination for Cause 
	 If your Service is terminated for Cause, you will forfeit all Stock Units, whether or not vested. In addition, if your Service is terminated for
Cause you will be required to forfeit to the Company an amount equal to the aggregate gain that you recognized pursuant to the vesting or exercise of Incentive Awards during the twelve (12) month period preceding your termination of Service (the
“Look-back Period”). For this purpose the aggregate gain recognized by you is equal to the sum of: (i) the aggregate spread value of all Options exercised by you (including Options exercised by 


  

 3 









	 	 a Family member or Family Trust) during the Look-back Period, where the spread value is the difference between the fair market value of the Stock
on the date of the Option exercise and the Option exercise price; (ii) the aggregate value of all shares of Restricted Stock owned by you that vested during the Look-back Period, less the purchase price, if any, for the Restricted Stock; and (iii)
the aggregate value of all shares of Stock delivered to you pursuant to Restricted Units during the Look-back Period. Any amount required to be paid by you to the Company pursuant to this paragraph will be reduced by any amount repaid by you to the
Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. 


  

	 Withholding Taxes 
	 You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or 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 arrange 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 subject to the Restricted
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. 


  

	 Shareholder Rights 
	 You do not have any of the rights of a shareholder 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 stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be
adjusted (and rounded down to the nearest whole number) in accordance with the terms of 


  

 4 









	 	 the Plan. 


  

	 	 In the event of a Corporate Transaction, if the Company or its Successor agrees in writing in connection with the Corporate Transaction to assume
the Stock Units covered by this Grant or to substitute new stock units covering the capital stock of a Successor for the Stock Units covered by this grant with appropriate equitable adjustments in the number of shares, the Stock Units covered by
this grant will continue on such adjusted basis and the vesting of the Stock Units covered by this grant will not be accelerated. If the Stock Units covered by this grant are not assumed or substituted for in connection with the Corporate
Transaction in accordance with the preceding sentence, the Stock Units covered by this grant will be deemed to be fully vested immediately prior to the consummation of the Corporate Transaction and the holder of the Stock Units covered by this grant
will be delivered a certificate for the shares of Stock subject to this grant (excluding any shares that have previously been delivered to the holder) immediately prior to the consummation of the Corporate Transaction. 



 

	 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 


  

	 Consent to Electronic Delivery 
	 The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the
Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to
provide copies. Please contact the Human Resources Department to request paper copies of these documents. 


  

	 The Plan 
	 The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan 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 


  
 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. 
  

 5