PAETEC CORP. SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON- COMPETITION AND SEVERANCE AGREEMENT

Exhibit 10.5

PAETEC CORP.

SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON-

COMPETITION AND SEVERANCE AGREEMENT

This Senior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereto between PaeTec Corp., a Delaware corporation, including any and all subsidiaries and affiliates of PaeTec Corp., including but not limited to PaeTec Communications, Inc., as well as any successors or assigns of PaeTec Corp. and/or its subsidiaries and affiliates (collectively, the “Company”), and (“you”).

WHEREAS, the Company now has and expects to develop confidential and proprietary materials and highly sensitive information of immeasurable value, which you recognize must be carefully protected as set forth below for the Company to be successful;

NOW, THEREFORE, to induce the Company to continue to employ you, and in consideration of your continued employment by the Company and other good and valuable consideration as set forth below of which you expressly acknowledge, the Company and you hereby agree, intending to be legally bound, as follows:

For purposes of this Agreement, termination for “Cause” shall mean termination of your employment with the Company due to: (1) material failure or refusal to perform the duties assigned to you, provided that the Company’s Chief Executive Officer (or the Company’s Board of Directors if you are the Company’s Chief Executive Officer) gives you a written notice of your refusal to perform such duties or comply with such direction and 20 days to remedy such refusal, and further provided that such duties or directions are not inconsistent with those of other individuals reporting directly to the Company’s Chief Executive Officer or the Company’s Board of Directors, (2) your refusal to follow the reasonable directives of the Board of Directors or Chief Executive Officer of the Company, provided that the Company’s Chief Executive Officer (or the Company’s Board of Directors if you are the Company’s Chief Executive Officer) gives you a written notice of your refusal to perform such direction and 20 days to remedy such refusal, and further provided that such directions are not inconsistent with those of other individuals reporting directly to the Company’s Chief Executive Officer or the Company’s Board of Directors, or (3) conviction of a felony.

For purposes of this Agreement, a “Change of Control Transaction” shall be deemed to have occurred if (a) a transaction is made and consummated involving the sale of all or substantially all of the Company’s assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; or (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Company representing more than 50 percent of the combined voting power of the Company’s then outstanding voting securities.

For purposes of this Agreement, “Disability” means your “permanent and total disability” within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

For purposes of this Agreement, termination for “Good Reason” shall mean termination of your employment with the Company due to: (a) your assignment without your consent to a position, responsibilities, or duties of a materially lesser status or degree of responsibility than your position, responsibilities, or duties as of the date of this Agreement; (b) any action by the Company to reduce your base salary by any amount at any time; (c) any action by the Company to reduce your maximum annual bonus opportunity below 50% of your base salary, unless any such reduction is made on the same terms as proportionate reductions to the maximum annual bonus opportunity of the chief financial officer and chief operating officer; (d) the relocation of the Company’s principal executive offices outside the metropolitan Rochester, N.Y. area; (e) the requirement by the Company that you be based anywhere other than your current metropolitan location without your consent (which current metropolitan area is deemed to be metropolitan Rochester, N.Y.); or (f) you electing, for any reason or for no reason at all, to voluntarily resign from the Company at any time during the first ninety (90) days after the date of closing of any Change of Control Transaction (as that term is defined above); provided that, solely for purposes of clause (f) of this definition, the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2006, as amended, among the Company, US LEC Corp., WC Acquisition Holdings Corp., WC Acquisition Sub U Corp. and WC Acquisition Sub P Corp. (the “Merger Agreement”), shall not be deemed to constitute a Change of Control Transaction.

You acknowledge that you will be provided access to Company Confidential Information and will occupy a position of trust and confidence with respect to the Company’s affairs and business. “Company Confidential Information” includes, but is not limited to, all information and materials related to existing computer software and hardware, computer software and hardware in any stage of research and development, research, business procedures and strategies, marketing plans and strategies, customer lists, financial data, technical and laboratory data and/or specifications related to the Company’s products and services, and any other information that is not generally known to the public or within the industry in which the Company competes.

You agree to take all reasonable steps to preserve the confidential and proprietary nature of Company Confidential Information and to prevent the inadvertent or accidental disclosure of Company Confidential Information. You agree that during your employment with the Company and thereafter, you will not use, disclose, transfer, or remove from the Company’s premises any Company Confidential Information other than as authorized by the Company. You agree to return to the Company all Company Confidential Information and copies thereof at any time upon the request of the Company. Your obligations under this section entitled “Confidentiality” shall continue after termination of your Service to the Company.

You further agree not to disclose to the Company or use in the Company’s business any idea, invention, work of authorship or other information or material relating to the business of any third person and intended by that person not to be disclosed to the Company.

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For a period of two years after termination or resignation of your employment with the Company (regardless of the reason for your termination or resignation), you shall not, directly or indirectly:

The foregoing covenants and agreements in this section entitled “Non-Competition” and the section entitled “Confidentiality” reflect the entire understanding and agreement between you and the Company on these subjects, and by your execution of this Agreement you agree that such covenants and agreements shall be deemed to supersede any prior discussions, negotiations, or agreements, whether written or oral, between you and the Company with respect to these subjects.

As consideration for the non-competition covenant set forth in Section 3 above, the Company agrees that, unless your employment is terminated (i) due to your death or Disability, (ii) for Cause or (iii) due to your voluntary resignation, the Company shall:

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programs available generally to the Company’s employees, including but not limited to continuing to cover you and your family under the Company’s applicable group health plan as if you were an active employee;

Payment of your Base Salary shall be made in accordance with the Company’s customary payroll practices. In those years in which you are entitled to receive two times your annualized Base Salary, the Company shall simply double each regular payroll payment that is due to you.

Payment of the annual bonus amounts pursuant to subparagraph “d.” above shall be made in accordance with the Company’s customary annual bonus payout practices. Payment shall be made to you at the same time and in the same manner as the annual bonus is paid out to the Company’s employees generally, except that in any year in which there is no bonus payout to employees generally, the annual bonus amount due to you pursuant to subparagraph “d.” above shall be paid to you in full no later than February 1 of the calendar year immediately following the applicable bonus year.

Continued payment of your Base Salary, your continuation in the Company’s benefits programs, the continued vesting of your stock options, and the payment to you of the forty percent bonus or the bonus under the Company’s bonus program, all under this Section 4, shall not occur if your employment is terminated (i) due to your death or Disability, (ii) for Cause or (iii) due to your voluntary resignation, unless, in the case of continued vesting of your stock options, the terms of your stock options expressly provide for continued vesting.

If the Company successfully obtains a final judicial determination from a court of competent jurisdiction that you have in fact violated the terms of the non-competition covenant set forth in Section 3 above, the Company, in addition to any other remedies available under law, may discontinue any payments being made to you pursuant to this Section 4, and may discontinue any continuing vesting of stock options that would otherwise occur pursuant to this Section 4. If the Company commences any type of legal proceeding against you to enforce any provision of this Agreement but does not prevail in that proceeding, the Company shall, immediately upon receipt of an itemized listing from you, reimburse you for all of your actual expenses incurred in defending such proceeding, including attorneys fees and court costs.

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Notwithstanding anything in this Agreement to the contrary, if you are a “key employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), payments under this Agreement shall not commence (or be made in the case of a lump sum payment) until six months following your separation from service to the extent necessary to avoid the imposition of the additional 20% tax under Section 409A (and, in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six month period).

Nothing in this Agreement gives you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your Service at any time and for any reason.

This Agreement and its terms will be construed, enforced, and governed by the laws of the State of Delaware without regard to conflict or choice of law rules or other principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of a jurisdiction other than Delaware.

At all times each party hereto (a) irrevocably submits to the exclusive jurisdiction of any New York court or Federal court sitting in New York; (b) agrees that any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in such New York or Federal court; (c) to the extent permitted by law irrevocably waives (i) any objection such party may have to the laying of venue of any such action or proceeding in any of such courts, or (ii) any claim that such party may have that any such action or proceeding has been brought in an inconvenient forum; and (d) to the extent permitted by law irrevocably agrees that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this section entitled “Forum Selection” shall affect the right of any party hereto to serve legal process in any manner permitted by law.

This Agreement constitutes the entire understanding between you and the Company regarding the matters addressed in this agreement. Any prior agreements, commitments or negotiations concerning these matters are hereby superseded.

From and after the Effective Time (as defined in the Merger Agreement), all rights and obligations of the Company under this Agreement shall be deemed to be rights and obligations of WC Acquisition Holdings Corp., provided that WC Acquisition Holdings Corp. assumes such rights and obligations pursuant to the Merger Agreement or otherwise assumes such rights and obligations prior to such Effective Time.

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By your signature below, you acknowledge that you have reviewed this Agreement carefully and understand that the covenants and obligations it contains are binding on you.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Senior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement as of the 27^th day of February, 2007.

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