This (“ Agreement ”) is entered into by and between you, _______, and Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “ Company ”), and is effective as of September 14, 2009 (the “ Effective Date ”).  In the event the Grande Communications Transaction (as defined herein) is not consummated, this Agreement shall be null and void.

1.              RETENTION BONUS .  If (i) you remain in continuous employment with the Company through the date that is one hundred eighty (180) days following the Effective Date (the “ Bonus Date ”) or (ii) your employment is terminated without Cause (as defined below) by the Company after the Effective Date but on or before the Bonus Date (each, a “ Bonus Triggering Event ”), the Company will pay you a retention bonus equal to $______ (less payroll taxes and other applicable withholdings and deductions) (the “ Retention Bonus ”), subject to your execution of a release on a form prepared by the Company (the “ Release ”). Upon the occurrence of a Bonus Triggering Event, the Retention Bonus will be paid in a single payment within ten (10) business days following the eighth (8th) day after you sign and deliver the Release; provided that if you revoke the Release within such eight (8) day period or do not execute and deliver the Release to the Company within thirty (30) business days after the Bonus Triggering Event, you will not be entitled to any Retention Bonus under this Agreement.  You are not eligible for the Retention Bonus if you terminate your employment with the Company prior to the Bonus Date.

2.              GRANDE COMMUNICATIONS TRANSACTION DEFINED .  For purposes of this Agreement, the “Grande Communications Transaction” means the consummation of the transactions contemplated by the Recapitalization Agreement dated as of August 27, 2009, by and among ABRY Partners VI, L.P., Grande Communications Networks, Inc., Grande Communications Holdings, Inc., ABRY Partners, LLC, Grande Investment L.P., and Grande Parent LLC.

3.              TERMINATION BY DEATH OR PERMANENT DISABILITY .  In the event of your death or Disability, your employment will terminate, and neither you nor your estate will receive the Retention Bonus described above in Paragraph 1.  “Disability” means if you become mentally or physically incapacitated to the extent that you are unable to perform the usual and normal duties of your occupation or involvement in the Company for a period of three (3) months, as determined by the Company following consultation with and the advice of your attending or family physician or other qualified physician.

4.              TERMINATION FOR CAUSE .  If your employment is terminated by the Company for Cause before or after the Bonus Date, the Company shall not have any other or further obligations to you under this Agreement and you shall not receive the Retention Bonus.