def14a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
 ______________
 
Filed by the Registrant   x
Filed by a Party other than the Registrant   ¨
Check the appropriate box: 
  ¨   Preliminary Proxy Statement 
  ¨   Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) 
  x   Definitive Proxy Statement 
  ¨   Definitive Additional Materials 
  ¨   Soliciting Material Pursuant to §240.14a-12 
 ______________
eLEC COMMUNICATIONS CORP.
(Name of Registrant as Specified in Its Charter)
 
 
(Name(s) of Person Filing Proxy Statement, if Other than Registrant)
 ______________
 
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    number, or the Form or Schedule and the date of its filing. 
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eLEC COMMUNICATIONS CORP.
75 South Broadway, Suite 302
White Plains, New York 10601
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
TO BE HELD ON THURSDAY, JUNE 7, 2007
 
May 7, 2007 
 
To the shareholders of eLEC Communications Corp.: 
 
                   Notice is hereby given that the annual meeting of shareholders of eLEC Communications Corp., a New 
York corporation, will be held at our executive offices located at 75 South Broadway, White Plains, New York 
10601 on Thursday, June 7, 2007 at 10:00 A.M., local time, for the following purposes: 
 
                             1.    To elect five directors to our board of directors for the fiscal year ending November 30, 2007; 
 
                             2.    To consider and vote upon a proposal to approve and adopt our 2007 Equity Incentive Plan; 
 
                             3.    To consider and vote upon a proposal to amend our Certificate of Incorporation to change the 
    name of our company from eLEC Communications Corp. to Pervasip Corp.; 
 
                             4.    To consider and vote upon a proposal to amend our Certificate of Incorporation to increase the 
    total number of shares of capital stock that we are authorized to issue to one hundred fifty-one 
    million (151,000,000) shares, of which one hundred fifty million (150,000,000) shares shall be 
    common stock, par value $.10 per share, and one million (1,000,000) shares shall be preferred 
    stock, par value $.10 per share; 
 
                             5.    To consider and vote upon a proposal to amend our Certificate of Incorporation to change the par 
    value of our shares of capital stock from $.10 per share to $.001 per share and reclassify the 
    outstanding shares of capital stock into such lower par value shares; 
 
                             6.    To consider and vote upon a proposal to ratify the appointment of Nussbaum Yates & Wolpow, 
    P.C., as our independent registered public accounting firm for the fiscal year ending
    November 30, 2007; and 
 
                             7.    To consider and act upon such other business as may properly come before the meeting. 
 
                   The foregoing items of business are more fully described in the proxy statement accompanying this notice. 
Our board of directors has fixed the close of business on Monday, April 30, 2007 as the record date for the 
determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or 
postponement thereof. 
 
                   Whether or not you plan to attend the annual meeting, you should complete, sign, date and promptly return 
the enclosed proxy card, to ensure that your shares will be represented at the meeting. If you attend the annual 
meeting and wish to vote in person, you may withdraw your proxy and vote in person. You should not send any 
certificates representing stock with your proxy card. 
 
                                                                                    Sincerely, 
 
                                                                                    PAUL H. RISS 
                                                                                    Chairman of the Board 
 



eLEC COMMUNICATIONS CORP.
75 South Broadway, Suite 302
White Plains, New York 10601
 
PROXY STATEMENT
 
Date, Time and Place of the Annual Meeting 
 
                   This proxy statement is furnished to the shareholders of eLEC Communications Corp. in connection with 
the solicitation, by order of our board of directors, of proxies to be voted at the annual meeting of shareholders to be 
held on Thursday, June 7, 2007 at 10:00 A.M., local time, at our executive offices located at 75 South Broadway, 
Suite 302, White Plains, New York 10601, and at any adjournment or adjournments thereof. The accompanying 
proxy is being solicited on behalf of our board of directors. We intend to release this proxy statement and the 
enclosed proxy card to our shareholders on or about Monday, May 7, 2007. 
 
Purpose of the Annual Meeting 
 
                   At the annual meeting, you will be asked to consider and vote upon the following matters: 
 
                             1.    To elect five directors to our board of directors for the fiscal year ending November 30, 2007; 
 
                             2.    To consider and vote upon a proposal to approve and adopt our 2007 Equity Incentive Plan; 
 
                             3.    To consider and vote upon a proposal to amend our Certificate of Incorporation to change the 
    name of our company from eLEC Communications Corp. to Pervasip Corp.; 
 
                             4.    To consider and vote upon a proposal to amend our Certificate of Incorporation to increase the 
    total number of shares of capital stock that we are authorized to issue to one hundred fifty-one 
    million (151,000,000) shares, of which one hundred fifty million (150,000,000) shares shall be 
    common stock, par value $.10 per share, and one million (1,000,000) shares shall be preferred 
    stock, par value $.10 per share; 
 
                             5.    To consider and vote upon a proposal to amend our Certificate of Incorporation to change the par 
    value of our shares of capital stock from $.10 per share to $.001 per share and reclassify the 
    outstanding shares of capital stock into such lower par value shares; 
 
                             6.    To consider and vote upon a proposal to ratify the appointment of Nussbaum Yates & Wolpow, 
    P.C., as our independent registered public accounting firm for the fiscal year ending 
    November 30, 2007; and 
 
                             7.    To consider and act upon such other business as may properly come before the meeting. 


Voting and Revocation of Proxies; Adjournment 
 
                   All of our voting securities represented by valid proxies, unless the shareholder otherwise specifies therein 
or unless revoked, will be voted FOR each of the director nominees set forth herein, FOR the approval of the 
adoption of our 2007 Equity Incentive Plan, FOR the amendment to our Certificate of Incorporation to change our 
name, FOR the amendment to our Certificate of Incorporation to increase the total number of shares of capital stock 
that we are authorized to issue, FOR the amendment to our Certificate of Incorporation to reduce the par value of our 
shares of capital stock, FOR the ratification of Nussbaum Yates & Wolpow, P.C. as our independent auditors and at 
the discretion of the proxy holders on any other matters that may properly come before the annual meeting. Our 
board of directors does not know of any matters to be considered at the annual meeting other than as set forth herein. 
 
                   If a shareholder has appropriately specified how a proxy is to be voted, it will be voted accordingly. Any 
shareholder has the power to revoke such shareholder’s proxy at any time before it is voted. A shareholder may 
revoke a proxy by delivering a written statement to our corporate secretary stating that the proxy is revoked, by 
submitting a subsequent proxy signed by the same person who signed the prior proxy, or by voting in person at the 
annual meeting. 
 
                   As of March 31, 2007, we had a total of 22,459,282 shares of common stock outstanding. A plurality of the 
votes cast at the annual meeting by the shareholders entitled to vote in the election is required to elect the director 
nominees and a majority of the votes cast by the shareholders entitled to vote at the annual meeting is required to 
approve the proposed adoption of our 2007 Equity Incentive Plan and to take any other action, including the 
amendments to our Certificate of Incorporation and the approval of our independent auditors. For purposes of 
determining whether a proposal has received the required vote, abstentions will be included in the vote totals, with 
the result being that an abstention will have the same effect as a negative vote. In instances where brokers are 
prohibited from exercising discretionary authority for beneficial holders who have not returned a proxy (so-called 
"broker non-votes"), those shares will not be included in the vote totals and, therefore, will also have the same effect 
as a negative vote. Shares that abstain or for which the authority to vote is withheld on certain matters will, however, 
be treated as present for quorum purposes on all matters. 
 
                   In the event that sufficient votes in favor of any of the matters to come before the meeting are not received 
by the date of the annual meeting, the persons named as proxies may propose one or more adjournments of the 
annual meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of 
the holders of a majority of the shares of common stock present in person or by proxy at the annual meeting. The 
persons named as proxies will vote in favor of any such proposed adjournment or adjournments. Under New York 
law, shareholders will not have appraisal or similar rights in connection with any proposal set forth in this proxy 
statement. 
 
Solicitation 
 
                   The solicitation of proxies pursuant to this proxy statement will be primarily by mail. In addition, certain of 
our directors, officers or other employees may solicit proxies by telephone, telegraph, mail or personal interviews, 
and arrangements may be made with banks, brokerage firms and others to forward solicitation material to the 
beneficial owners of shares held by them of record. No additional compensation will be paid to our directors, 
officers or other employees for such services. We will bear the cost of the solicitation of proxies related to the 
annual meeting. 
 
Quorum and Voting Rights 
 
                   Our board of directors has fixed Monday, April 30, 2007, as the record date for the determination of 
shareholders entitled to notice of and to vote at the annual meeting. Holders of record of shares of our common 
stock at the close of business on the record date will be entitled to one vote for each share held. The presence, in 
person or by proxy, of the holders of a majority of the outstanding voting securities entitled to vote at the annual 
meeting is necessary to constitute a quorum at the annual meeting. 
 
 
 
 
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
 
    The following table sets forth, as of April 2, 2007, the names, addresses and number of shares of our 
common stock beneficially owned by all persons known to us to be beneficial owners of more than 5% of the 
outstanding shares of common stock, and the names and number of shares beneficially owned by all of our directors 
and all of our executive officers and directors as a group (except as indicated, each beneficial owner listed exercises 
sole voting power and sole dispositive power over the shares beneficially owned). As of April 2, 2007, we had a 
total of 22,459,282 shares of common stock outstanding.         
 
        Number of Shares    Percent of Shares 
     Name and Address    Beneficially Owned    Beneficially Owned 
 
     Paul H. Riss    2,302,000(1)    10.1%
     eLEC Communications Corp.                                  
     75 South Broadway, Suite 302         
     White Plains, New York 10601         
 
     Michael H. Khalilian         
     478 E. Altamonte Drive, Suite 108-480    800,000(2)   3.5%
     Altamonte Springs, Florida 32701         
 
     Mark Richards    660,000(3)   2.9%
     610 Sycamore Street, Suite 120         
     Celebration, Florida 34747         
 
     S. Miller Williams    500,000   2.2%
     PO Box 15055         
     Asheville, NC 28813         
     Greg M. Cooper    125,000(4)   *
     Cooper, Niemann & Co., CPAs, LLP         
     PO Box 190         
     Mongaup Valley, New York 12762         
 
        53,300(5)   *
     Gayle Greer         
     75 South Broadway, Suite 302         
     White Plains, New York 10601         
 
     All directors and executive officers    4,440,300   18.4%
 
 
     as a group (six individuals)         

* Less than 1%.         
 
(1)    Includes 350,000 shares of common stock subject to options that are presently exercisable or exercisable within 
    60 days after April 2, 2007.         
 
(2)    Includes 675,000 shares of common stock subject to options that are presently exercisable or exercisable within 
    60 days after April 2, 2007.         
 
(3)    Includes 550,000 shares of common stock subject to options that are presently exercisable or exercisable within 
    60 days after April 2, 2007.         
 
 
 
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(4)    Includes 85,000 shares of common stock subject to options that are presently exercisable or exercisable within 
    60 days after April 2, 2007.     
 
(5)    Includes 50,000 shares of common stock subject to options that are presently exercisable or exercisable within 
    60 days after April 2, 2007.     
 
 
ELECTION OF DIRECTORS
(Proxy Item 1)
 
             Our amended and restated by-laws provide that the number of our directors shall be at least three, except 
that when all the shares are owned beneficially and of record by fewer than three shareholders, the number of 
directors may be less than three but not less than the number of shareholders. Subject to the foregoing limitation, 
such number may be fixed from time to time by action of our board of directors or of the shareholders, or, if the 
number of directors is not so fixed, the number shall be five. In May 2007, our board of directors fixed the number 
of directors at six. The board currently consists of five members, and all of those members are standing for re- 
election. The term of office of the directors is one year, expiring on the date of the next annual meeting, or when 
their respective successors shall have been elected and shall qualify, or upon their prior death, resignation or 
removal.         
 
             Except where the authority to do so has been withheld, it is intended that the persons named in the enclosed 
proxy will vote for the election of the nominees to our board of directors listed below to serve until the date of the 
next annual meeting and until their successors are duly elected and qualified. Although our directors have no reason 
to believe that the nominees will be unable or decline to serve, in the event that such a contingency should arise, the 
accompanying proxy will be voted for a substitute (or substitutes) designated by our board of directors. 
 
Directors and Officers         
 
             The following table sets forth certain information regarding our director nominees, as furnished by the 
nominees as of March 31, 2007.  All of the following individuals currently serve as directors of our company. 
 
        Age         Principal Occupation for Past Five Years and 
 Name             Current Public Directorships or Trusteeships 
 
 Paul H. Riss    51         Director since 1995; Chairman of our board of directors since March 2005; our 
                 Chief Executive Officer since August 1999 and our Chief Financial Officer and 
                 Treasurer since November 1996. 
 
 Greg M. Cooper    47         Director since April 2004; partner for more than five years of Cooper, Niemann 
                 & Co., CPAs, LLP, certified public accountants; member of the board of 
                 directors of Mid Hudson Cooperative Insurance Company in Montgomery, New 
York, a privately-held insurance company.
 
 Gayle Greer    65         Director since January 2005; Ms. Greer retired in 1998 from Time Warner 
                 Entertainment after serving over 20 years in a number of executive positions, 
                 including most recently Senior Vice President of Time Warner Cable; co- 
                 founder of GS2.Net, a business service provider, and served as its Chairwoman 
                 from 1999 to April 2001; co-founder of the National Association of Minorities 
                 in Cable and Telecommunications and served as its Chairwoman from 1981 to 
                 1985; director of ING North America Financial Services Company, an insurance 
and financial services company, since 1997.
 
 Michael H. Khalilian    43         Director and our Chief Technology Officer since October 2004; Chief 
                 Technology Officer of VoX Communications Corp., our wholly-owned 
                 subsidiary, since October 2004; Chairman of the Board of Directors and 
 
 
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              President of IMS Forum, an industry association dedicated to applications 
              delivery for IP Multimedia Subsystem architecture, of which Mr. Khalilian was 
              a founding member, since July 2001; Chief Technology Officer and director of 
              Volo Communications Inc., a wholesale VoIP service provider, from January 
              2003 to July 2004; Chief Technologist and advisor for the Telecom Business 
              Groups at NTT from January 2002 to June 2003; Senior Engineer and Senior 
              Director for the Cable, Communications and Telecom business groups at Time 
              Warner Communications from March 1996 to May 2002. 
 
  S. Miller Williams    54          Director since April 17, 2007. He was Executive Vice President of Strategic 
              Development of Vartec Telecom, Inc., an international consumer 
              telecommunications services company, from August 2002 until May 2004, and 
              was appointed interim Chief Financial Officer of Vartec in November 2003. 
              From 2000 to August 2003, Mr. Williams served as Executive Chairman of the 
              Board of PowerTel, Inc., a public company which provided telecommunications 
              services in Australia. From 1991 to 2002, he served in various executive 
              positions with Williams Communications Group, a subsidiary of The Williams 
              Companies, that provided global network and broadband media services, most 
              recently as Senior Vice President Corporate Development and General Manager 
              International. He was President and owner of MediaTech, Incorporated, a 
              manufacturer and dealer of computer tape and supplies, from 1987 until the 
              company was sold in 1992. Mr. Williams has served on the Board of Directors 
              of Willbros Group, Inc. since May 2004. 
 
Vote Required         
 
                   Assuming a quorum is present, a plurality of the votes cast at the annual meeting of shareholders by the 
shareholders entitled to vote in the election, either in person or by proxy, is required to elect the director nominees. 
 
                   Our board of directors recommends a vote FOR election of each of the nominees listed above. 
 
 
DIRECTORS AND OFFICERS
 
                   Biographical information concerning our directors and officers is set forth above under the caption 
“Election of Directors – Directors and Officers”. 
 
Section 16(a) Beneficial Ownership Reporting Compliance 
 
                   Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our 
directors and executive officers, and persons who own more than ten percent of a registered class of our equity 
securities (“10% Shareholders”), to file with the Securities and Exchange Commission (the “Commission”) initial 
reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, 
directors and 10% Shareholders are required by Commission regulation to furnish us with copies of all Section 16(a) 
forms they file.         
 
                   Based solely on our review of the copies of such reports received by us, we believe that for the fiscal year 
ended November 30, 2006, all Section 16(a) filing requirements applicable to our officers, directors and 10% 
shareholders were complied with. 
 
Board Meetings and Committees; Management Matters 
 
                   Our board of directors held six meetings during the fiscal year ended November 30, 2006. Each director 
(with the exception of Mr. Williams, who was elected to the board of directors in April 2007 to fill a vacancy, 
 
 
 
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consistent with our amended and restated by-laws) attended at least 75% of the board of directors and committee 
meetings of which he was a member during such time as he served as a director. We do not have a formal policy 
regarding attendance by members of our board of directors at the annual meeting of shareholders, but we strongly 
encourage all members of our board of directors to attend the annual meeting of shareholders, and expect such 
attendance except in the event of exigent circumstances. However, to minimize travel costs, we have asked our out- 
of-state directors to attend the June 7, 2007 meeting telephonically rather than in person. 
 
                   We did not hold an annual meeting of shareholders in 2006. All of the members of our board of directors at 
the time of the 2005 annual meeting of shareholders were in attendance at the 2005 annual meeting of shareholders 
held on June 15, 2005. From time to time, the members of our board of directors act by unanimous written consent 
pursuant to the laws of the State of New York. No fees are paid to directors for attendance at meetings of the board 
of directors. 
 
                   Our board of directors has a stock option committee, which did not meet separately from the full board of 
directors during the fiscal year ended November 30, 2006. The stock option committee, which currently consists of 
Greg M. Cooper and Gayle Greer, has authority to grant options to our executive officers under our 2007 Equity 
Incentive Plan. In October 1997, our board of directors established an audit committee, which met four times during 
the fiscal year ended November 30, 2006. Our board of directors does not have a standing nominating committee or 
any committee performing similar functions. Our entire board of directors is responsible for these functions. 
 
Compensation Committee 
 
                   We have a compensation committee currently composed of Greg M. Cooper and Gayle Greer. The 
compensation committee establishes remuneration levels for our executive officers. The compensation committee 
met once during the fiscal year ended November 30, 2006. 
 
Nominating Committee 
 
                   Our board of directors does not have a nominating committee. Our entire board of directors is responsible 
for this function. Due to the relatively small size of our company and the resulting efficiency of a board of directors 
that is also limited in size, our board of directors has determined that it is not necessary or appropriate at this time to 
establish a separate nominating committee. Our board of directors intends to review periodically whether such a 
nominating committee should be established. 
 
                   Our board of directors uses a variety of methods for identifying and evaluating nominees for director. It 
regularly assesses the appropriate size of the board of directors, and whether any vacancies exist or are expected due 
to retirement or otherwise. If vacancies exist, are anticipated or otherwise arise, our board of directors considers 
various potential candidates for director. Candidates may come to their attention through current members of our 
board of directors, shareholders or other persons. These candidates are evaluated at regular or special meetings of 
our board of directors, and may be considered at any point during the year. Our board of directors will consider 
candidates for director that are nominated by shareholders in accordance with the procedures regarding the inclusion 
of shareholder proposals in proxy materials set forth in the section entitled “Shareholder Proposals” in this proxy 
statement. In evaluating such recommendations, our board of directors uses the qualifications and standards 
discussed below and seeks to achieve a balance of knowledge, experience and capability on our board of directors. 
 
                    Qualifications for consideration as a director nominee may vary according to the particular areas of expertise 
that may be desired in order to complement the qualifications that already exist among our board of directors. 
Among the factors that our directors consider when evaluating proposed nominees are their independence, financial 
literacy, business experience, character, judgment and strategic vision. Other considerations would be their 
knowledge of issues affecting our business, their leadership experience and their time available for meetings and 
consultation on company matters. Our directors seek a diverse group of candidates who possess the background 
skills and expertise to make a significant contribution to our board of directors, our company and our shareholders. 
 
 
 
 
6


Audit Committee 
 
                   We have an audit committee that, during the fiscal year ended November 30, 2006, was composed of Greg 
M. Cooper and Gayle Greer. On April 2, 2007 S. Miller Williams was elected to serve on the audit committee effective as of
April 17, 2007. Each audit committee member is an independent director as defined by the rules of the National Association 
of Securities Dealers. The audit committee is governed by a written charter approved by our board of directors and attached to 
this proxy statement as Annex A. 
 
                   Our board of directors has determined that Greg M. Cooper qualifies as an “audit committee financial 
expert,” as defined under the rules of the Commission adopted pursuant to the Sarbanes-Oxley Act of 2002. Our 
board of directors has determined that Ms. Greer and Mr. Williams are financially literate and experienced in 
business matters and fully qualified to monitor the performance of management, the public disclosures by our 
company of our financial condition and performance, our internal accounting operations, and our independent 
auditors. 
 
Report of the Audit Committee 
 
                   The audit committee reviews our financial reporting process on behalf of our board of directors. 
Management has the primary responsibility for the financial statements and the reporting process, including the 
system of internal controls. The independent registered public accounting firm is responsible for performing an 
independent audit of the consolidated financial statements to ensure that those statements were prepared in 
accordance with the standards of the Public Company Accounting Oversite Board (“PCAOB”) and report thereon to 
our board of directors. The audit committee reviews and monitors these processes. 
 
                   Within this framework, the audit committee has reviewed and discussed the audited financial statements 
with management and the independent registered public accounting firm. Management has affirmed to the audit 
committee that our consolidated financial statements were prepared in accordance with the standards of the PCAOB. 
The audit committee has discussed with the independent registered public accounting firm those matters required to 
be discussed by Statement of Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU § 380). 
 
                   In addition, the audit committee has received the written disclosures and the letter from the independent 
registered public accounting firm required by Independence Standards Board Standard No. 1 (Independent Standards 
Board Standard No. 1, Independence Discussions with Audit Committees), and has also discussed with the 
independent registered public accounting firm, their independence from management and our company. In 
connection with the new standards for independence of our independent registered public accounting firm 
promulgated by the Commission, the audit committee has undertaken to consider whether the provision of any non- 
audit services (such as internal audit assistance and tax-related services) by our independent registered public
accounting firm is compatible with maintaining their independence when the independent registered public  
accounting firm is also engaged to provide non-audit services.  
 
                   The audit committee also discussed with our independent registered public accounting firm the overall 
scope and plans for its audit, its evaluation of our internal controls and the overall quality of our financial reporting. 
 
                   In reliance on the reviews and discussions referred to above, the audit committee has recommended to the 
board of directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K 
for the year ended November 30, 2006, which was filed with the Commission on March 8, 2007. 
 
                                                                                    Audit Committee 
 
                                                                                    Greg M. Cooper, Member 
                                                                                    Gayle Greer, Member 
 
Shareholder Communications 
  
7


                   Our board of directors has implemented a process for our shareholders to send communications to our 
board of directors. Any shareholder desiring to communicate with our board of directors, or with specific individual 
directors, may do so by writing to Mr. Eric M. Hellige, Corporate Secretary, at eLEC Communications Corp., 75 
South Broadway, Suite 302, White Plains, New York 10601. The Corporate Secretary has the authority to disregard 
any inappropriate communications or take other appropriate actions with respect to any such inappropriate 
communications. If deemed an appropriate communication, the Corporate Secretary will submit a shareholder’s 
correspondence to the Chairman of the Board of Directors or to any specific director to whom the correspondence is 
directed. 
 
Code of Ethics 
 
                   We have adopted a code of business conduct and ethics for our directors, officers and employees, including 
our chief executive officer and chief financial officer. In addition, we have adopted a supplemental code of ethics 
for our financial executives and all employees in our accounting department. The text of our codes are posted on our 
Internet website at www.elec.net. 
 
 
 
 
8


EXECUTIVE COMPENSATION
 
   Summary of Cash and Certain Other Compensation             
 
                       The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or 
   paid to Mr. Paul H. Riss, our Chief Executive Officer, Chief Financial Officer and Treasurer, Mr. Michael H. 
   Khalilian, our Chief Technology Officer, and Mr. Mark Richards, the President of VoX Communications Corp., 
   our wholly-owned subsidiary (collectively, the “Named Executives”). None of our other executive officers     
   received more than $100,000 in compensation during fiscal 2006.             
 
Compensation Table
 
                    Long-Term
Annual Compensation   Compensation Awards
 
Name and    Fiscal            Other Annual        All Other 
Principal Position    Year    Salary($)    Bonus($)    Compensation ($)    Options(#)    Compensation 
Paul H. Riss    2006    $175,000    None             None    None    None 
 Chief Executive Officer,    2005    150,000    None             None    None    None 
 Chief Financial Officer    2004    150,000    None             None    100,000    None 
 and Treasurer                         
 
Michael H. Khalilian(1)                         
 Chief Technology    2006    $125,000    None             None    None    None 
   Officer since October    2005    120,000    None             None    None    None 
   26, 2004    2004    12,000    None             None    900,000    None 
 
Mark Richards(2)                         
 President of VoX    2006    $125,000    None             None    None    None 
 Communications Corp.    2005    120,000    None             None    None    None 
 Subsidiary since    2004    22,569    None             None    1,000,000    None 
 October 4, 2004                         
 
 
 
   Stock Option Grants                         
 
                       No grants of stock options or stock appreciation rights (“SARs”) were made during fiscal 2006 to the 
   Named Executives.                         
 
 
 
 
            9             


Stock Option Exercises
 
             The following table contains information relating to the exercise of our stock options by the Named 
     Executives in fiscal 2006, as well as the number and value of their unexercised options as of November 30, 2006. 
 
 
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
 
                Number of Securities Underlying    Value of Unexercised In-the- 
        Shares        Unexercised Options at Fiscal    Money Options at Fiscal Year- 
        Acquired on    Value    Year-End(#)(1)        End ($)(2)     
Name        Exercise (#)    Realized($)    Exercisable    Unexercisable    Exercisable    Unexercisable 
 
Paul H. Riss    --    --    350,000    --    $37,500    -- 
 
Michael Khalilian    --    --    675,000    225,000    --    -- 
 
 
 
Mark Richards    --    --    550,000    450,000    --    -- 
     (1)    The sum of the numbers under the Exercisable and Unexercisable column of this heading represents the Named 
    Executives’ total outstanding options to purchase shares of common stock.         
 
     (2)    The dollar amounts shown under the Exercisable and Unexercisable columns of the heading represent the 
    number of exercisable and unexercisable options, respectively, that were “In-the-Money” on November 30, 
    2006, multiplied by the difference between the closing price of our common stock on November 30, 2006, 
    which was $0.23 per share, and the exercise price of the options. For purposes of these calculations, In-the- 
    Money options are those with an exercise price below $0.23 per share.         
 
     Board of Directors Compensation                     
 
              We do not currently compensate directors for service on our board of directors. We maintain a Non- 
     Employee Director Stock Option Plan (the “Director Option Plan”).  Under the Director Option Plan, each non- 
     employee director is granted a non-statutory option to purchase 10,000 shares of our common stock on the date on 
     which he or she is elected, re-elected or appointed to our board of directors. Options granted pursuant to the 
     Director Option Plan will vest in full on the one-year anniversary of the grant date, provided the non-employee 
     director is still our director at that time. The exercise price granted under the Director Option Plan is 100% of the 
     fair market value per share of the common stock on the date of the grant as reported on The OTC Bulletin Board. 
 
             The following table provides information as of April 16, 2007 with respect to shares of our common stock 
     that are issuable under equity compensation plans.                 
 
 
 
 
10


                Number of Securities 
                remaining available to 
        Number of securities    Weighted-average    future issuance under 
        to be issued upon    exercise price of    equity compensation 
        exercise of    outstanding    plans (excluding 
        outstanding options,    options, warrants    securities reflected in 
        warrants and rights    and rights    column (a)) 
    Plan Category    (a)    (b)    (c) 
 
Equity compensation plans approved             
   by security holders:             
 
   1995 Stock Option Plan(1)    800,500   $0.28    -
   1996 Restricted Stock Plan(2)        -          400,000
 
                                                         Subtotal      800,500       400,000
 
Equity compensation plans not             
   approved by security holders:             
 
   Employee stock options    1,900,000   0.24    -
   2004 Equity Incentive Plan(3)    788,000   0.38    212,000
   Laurus Master Fund, Ltd.(4)    7,037,434   0.21    -
   Source Capital Group, Inc.(4)    1,347,234   0.36    -
   Institutional Marketing Services,    100,000   0.63    -
    Inc. (5)             
   Gilford Securities(6)    100,000   0.40     
   Capital TT, LLC(6)    150,000   0.63    -
 
                                                         Subtotal    11,422,668       212,000
 
 
 
                                                               Total    12,223,168       612,000
     
 
(1)    Options are no longer issuable under our 1995 Stock Option Plan.     
 
(2)    Our 1996 Restricted Stock Plan provides for the issuance of restricted share grants to officers and non-officer 
    employees.             
 
(3)    Our 2004 Equity Incentive Plan allows for the granting of share options to members of our board of directors, 
    officers, non-officer employees and consultants.         
 
(4)    Warrants were issued in conjunction with financings provided by Laurus Master Fund, Ltd 
 
(5)    Warrants were granted for investor relation services.         
 
(6)    Warrants were issued for consulting services.         
 
 
 
 
    11     


ADOPTION OF THE eLEC COMMUNICATIONS CORP. 2007 EQUITY INCENTIVE PLAN 
(Proxy Item 2)
 
General 
 
                   In connection with the July 2005 expiration of our 1995 Stock Option Plan, adopted in 1995 (the “1995 
Plan”) and because our board of directors wishes to allow for the possibility of providing incentives to employees 
and consultants of our company in excess of the 1,000,000 shares of Common Stock that may be granted pursuant to 
our 2004 Equity Incentive Plan (the “2004 Plan”), our board of directors adopted at its meeting on March 30, 2007, 
the eLEC Communications Corp. 2007 Equity Incentive Plan (the “2007 Incentive Plan”), a copy of which is 
attached to this proxy statement as Annex B. The 2007 Incentive Plan gives us the ability to grant stock options, 
SARs and restricted stock (collectively, “Awards”) to employees or consultants of our company or of any subsidiary 
of our company and to non-employee members of our advisory board or our board of directors or the board of 
directors of any of our subsidiaries. Our board of directors believes that adoption of the 2007 Incentive Plan is in the 
best interests of our company and our shareholders because the ability to grant stock options and make other stock- 
based awards under the 2007 Incentive Plan is an important factor in attracting, stimulating and retaining qualified 
and distinguished personnel with proven ability and vision to serve as employees, officers, consultants or members of 
the board of directors or advisory board of our company and our subsidiaries, and to chart our course towards continued 
growth and financial success. Therefore, our board of directors views the 2007 Incentive Plan as a key component of 
our compensation program. 
 
                   As of March 31, 2007, under the 1995 Plan, no shares of our common stock remained available for future 
grants and 810,500 shares of our common stock were allocated to outstanding options. As of March 31, 2007, under 
the 2004 Plan, 212,000 shares of our common stock remained available for future grants and 788,000 shares of our 
common stock were allocated to outstanding options. The weighted average exercise price of all options, warrants 
and rights outstanding as of March 31, 2007 was $0.28 per share. 
 
Summary of the Provisions of the 2007 Incentive Plan 
 
                   The following summary briefly describes the material features of the 2007 Incentive Plan and is qualified, 
in its entirety, by the specific language of the 2007 Incentive Plan, a copy of which is attached to this proxy 
statement as Annex B. 
 
Shares Available 
 
                   Our board of directors has authorized, subject to shareholder approval, 2,000,000 shares of our common 
stock for issuance under the 2007 Incentive Plan. In the event of any stock dividend, stock split, reverse stock split, 
share combination, recapitalization, merger, consolidation, spin-off, split-up, reorganization, rights offering, 
liquidation, or any similar change event of or by our company, appropriate adjustments will be made to the shares 
subject to the 2007 Incentive Plan and to any outstanding Awards. Shares available for Awards under the 2007 
Incentive Plan may be either newly-issued shares or treasury shares. 
 
                   In certain circumstances, shares subject to an outstanding Award may again become available for issuance 
pursuant to other Awards available under the 2007 Incentive Plan. For example, shares subject to forfeited, 
terminated, canceled or expired Awards will again become available for future grants under the 2007 Incentive Plan. 
In addition, shares subject to an Award that are withheld by us to satisfy tax withholding obligations shall also be 
made available for future grants under the 2007 Incentive Plan. 
 
Administration 
 
                   The 2007 Incentive Plan is administered by the stock option committee of our board of directors or such 
other committee as may be appointed by our board of directors to administer the 2007 Incentive Plan or if such a 
committee is not appointed or unable to act, then our entire board of directors (the “Committee”). The Committee 
will consist of at least two members who are non-employee directors within the meaning of Rule 16b-3 under the 
 
 
 
12


Exchange Act. With respect to the participation of individuals who are subject to Section 16 of the Exchange Act, 
the 2007 Incentive Plan is administered in compliance with the requirements of Rule 16b-3 under the Exchange Act. 
Subject to the provisions of the 2007 Incentive Plan, the Committee determines the persons to whom grants of 
options, SARs and shares of restricted stock are to be made, the number of shares of common stock to be covered by 
each grant and all other terms and conditions of the grant. If an option is granted, the Committee determines whether 
the option is an incentive stock option or a nonstatutory stock option, the option’s term, vesting and exercisability, 
the amount and type of consideration to be paid to our company upon the option’s exercise and the other terms and 
conditions of the grant. The terms and conditions of restricted stock and SAR Awards are also determined by the 
Committee. The Committee has the responsibility to interpret the 2007 Incentive Plan and to make determinations 
with respect to all Awards granted under the 2007 Incentive Plan. All determinations of the Committee are final and 
binding on all persons having an interest in the 2007 Incentive Plan or in any Award made under the 2007 Incentive 
Plan. The costs and expenses of administering the 2007 Incentive Plan are borne by our company. 
 
Eligibility 
 
                   Eligible individuals include our and our subsidiaries’ employees (including our and our subsidiaries’ 
officers and directors who are also employees) or consultants whose efforts, in the judgment of the Committee, are 
deemed worthy of encouragement to promote our growth and success. Non-employee directors of our board of 
directors are also eligible to participate in the 2007 Incentive Plan. All eligible individuals may receive one or more 
Awards under the Plan, upon the terms and conditions set forth in the 2007 Incentive Plan. Currently, approximately 
40 individuals are eligible to receive Awards under the 2007 Incentive Plan. Of this total, approximately 35 
individuals are employees and three individuals are non-employee directors. At this time, there are three individuals 
who are consultants that are eligible to receive Awards under the 2007 Incentive Plan. There is no assurance that an 
otherwise eligible individual will be selected by the Committee to receive an Award under the 2007 Incentive Plan. 
 
                   Because future Awards under the 2007 Incentive Plan will be granted in the discretion of the Committee, 
the type, number, recipients and other terms of such Awards cannot be determined at this time. Information 
regarding our recent practices with respect to annual, long-term and stock-based compensation under other plans and 
stock options under such plans is presented above in this proxy statement. See “Executive Compensation” herein 
and note 15 to our financial statements for the year ended November 30, 2006 in our Annual Report on Form 10-K 
that accompanies this proxy statement. 
 
Stock Options and SARs 
 
                   Under the 2007 Incentive Plan, the Committee is authorized to grant both stock options and SARs. Stock 
options may be either designated as non-qualified stock options or incentive stock options. Incentive stock options, 
which are intended to meet the requirements of Section 422 of the Internal Revenue Code such that a participant can 
receive potentially favorable tax treatment, may only be granted to employees. Therefore, any stock option granted 
to consultants and non-employee directors are non-qualified stock options. The tax treatment of incentive and non- 
qualified stock options is generally described later in this summary. SARs may be granted either alone or in tandem 
with a stock option. A SAR entitles the participant to receive the excess, if any, of the fair market value of a share on 
the exercise date over the strike price of the SAR. This amount is payable in cash, except that the Committee may 
provide in an Award agreement that benefits may be paid in shares of our common stock. In general, if a SAR is 
granted in tandem with an option, the exercise of the option will cancel the SAR, and the exercise of the SAR will 
cancel the option. Any shares that are canceled will be made available for future Awards. The Committee, in its 
sole discretion, determines the terms and conditions of each stock option and SAR granted under the 2007 Incentive 
Plan, including the grant date, option or strike price (which, in no event, will be less than the par value of a share), 
whether a SAR is paid in cash or shares, the term of each option or SAR, exercise conditions and restrictions, 
conditions of forfeitures, and any other terms, conditions and restrictions consistent with the terms of the 2007 
Incentive Plan, all of which will be evidenced in an individual Award agreement between us and the participant. 
 
                   Certain limitations apply to incentive stock options and SARs granted in tandem with incentive stock 
options. The per share exercise price of an incentive stock option may not be less than 100% of the fair market value 
of a share of our common stock on the date of the option’s grant and the term of any such option shall expire not 
 
 
 
13


later than the tenth anniversary of the date of the option’s grant. In addition, the per share exercise price of any 
option granted to a person who, at the time of the grant, owns stock possessing more than 10% of the total combined 
voting power or value of all classes of our stock must be at least 110% of the fair market value of a share of our 
common stock on the date of grant and such option shall expire not later than the fifth anniversary of the date of the 
option’s grant. 
 
                   Options and SARs granted under the 2007 Incentive Plan become exercisable at such times as may be 
specified by the Committee. In general, options and SARs granted to participants become exercisable in three equal 
annual installments, subject to the optionee’s continued employment or service with us. However, the aggregate 
value (determined as of the grant date) of the shares subject to incentive stock options that may become exercisable 
by a participant in any year may not exceed $100,000. If a SAR is granted in tandem with an option, the SAR will 
become exercisable at the same time or times as the option becomes exercisable. 
 
                   The maximum term of options and SARs granted under the 2007 Incentive Plan is ten years. If any 
participant terminates employment due to death or disability or retirement, the portion of his or her option or SAR 
Awards that were exercisable at the time of such termination may be exercised for one year from the date of 
termination. In the case of any other termination, the portion of his or her option or SAR Awards that were 
exercisable at the time of such termination may be exercised for three months from the date of termination. 
However, if the remainder of the option or SAR term is shorter than the applicable post-termination exercise period, 
the participant’s rights to exercise the option or SAR will expire at the end of the term. In addition, if a participant’s 
service terminates due to cause, all rights under an option or SAR will immediately expire, including rights to the 
exercisable portion of the option or SAR. Shares attributable to an option or SAR that expire without being 
exercised will be forfeited by the participant and will again be available for Award under the 2007 Incentive Plan. 
 
                   Unless limited by the Committee in an Award agreement, payment for shares purchased pursuant to an 
option exercise may be made (i) in cash, check or wire transfer, (ii) subject to the Committee’s approval, in shares 
already owned by the participant (including restricted shares held by the participant at least six months prior to the 
exercise of the option) valued at their fair market value on the date of exercise, or (iii) through broker-assisted 
cashless exercise procedures. 
 
Restricted Stock 
 
                   Under the 2007 Incentive Plan, the Committee is also authorized to make Awards of restricted stock. A 
restricted stock Award entitles the participant to all of the rights of a shareholder of our company, including the right 
to vote the shares and the right to receive any dividends. However, the Committee may require the payment of cash 
dividends to be deferred and if the Committee so determines, re-invested in additional shares of restricted stock. 
Before the end of a restricted period and/or lapse of other restrictions established by the Committee, shares received 
as restricted stock shall contain a legend restricting their transfer, and may be forfeited (i) in the event of termination 
of employment, (ii) if our company or the participant does not achieve specified performance goals after the grant 
date and before the participant’s termination of employment or (iii) upon the failure to achieve other conditions set 
forth in the Award agreement. 
 
                   An Award of restricted stock will be evidenced by a written agreement between us and the participant. The 
Award agreement will specify the number of shares of our common stock subject to the Award, the nature and/or 
length of the restrictions, the conditions that will result in the automatic and complete forfeiture of the shares and the 
time and manner in which the restrictions will lapse, subject to the Award holder’s continued employment by us, and 
any other terms and conditions the Committee shall impose consistent with the provisions of the 2007 Incentive Plan. 
The Committee also determines the amount, if any, that the participant shall pay for the shares of restricted stock. 
However, the participant must be required to pay at least the par value for each share of restricted stock. Upon the 
lapse of the restrictions, any legends on the shares of our common stock subject to the Award will be re-issued to the 
participant without such legend. 
 
 
 
 
14


                   Unless the Committee determines otherwise in the Award or other agreement, if a participant terminates 
employment for any reason, all rights to restricted stock that are then forfeitable will be forfeited. Restricted stock 
that is forfeited by the participant will again be available for Award under the 2007 Incentive Plan. 
 
Fair Market Value 
 
                   Under the 2007 Incentive Plan, fair market value means the fair market value of the shares based upon the 
closing selling price of a share of our common stock as quoted on any national securities exchange or the OTC 
Bulletin Board on the relevant date. If there is no closing selling price on the relevant date, then the fair market 
value shall mean the closing selling price on the last preceding date for which such quotation exists. If shares are not 
readily tradable on a national securities exchange or other market system, fair market value means an amount 
determined in good faith by the Committee to be the fair market value of the shares. 
 
Transferability Restrictions 
 
                   Generally and unless otherwise provided in an Award agreement, shares or rights subject to an Award 
cannot be assigned or transferred other than by will or by the laws of descent and distribution and Awards may be 
exercised during the participant’s lifetime only by the participant or his or her guardian or legal representative. 
However, a participant may, if permitted by the Committee, in its sole discretion, transfer an Award, or any portion 
thereof, to one or more of the participant’s spouse, children or grandchildren, or may designate in writing a 
beneficiary to exercise an Award after his or her death. 
 
Termination or Amendment of the 2007 Incentive Plan 
 
                   Unless sooner terminated, no Awards may be granted under the 2007 Incentive Plan after April 2, 2017. 
Our board of directors may amend or terminate the 2007 Incentive Plan at any time, but our board of directors may 
not, without shareholder approval, amend the 2007 Incentive Plan to increase the total number of shares of our 
common stock reserved for issuance of Awards. In addition, any amendment or modification of the 2007 Incentive 
Plan shall be subject to shareholder approval as required by any securities exchange on which our common stock is 
listed. No amendment or termination may deprive any participant of any rights under Awards previously made under 
the 2007 Incentive Plan. 
 
Summary of Federal Income Tax Consequences of the 2007 Incentive Plan 
 
                   The following summary is intended only as a general guide as to the federal income tax consequences under 
current law with respect to participation in the 2007 Incentive Plan and does not attempt to describe all possible 
federal or other tax consequences of such participation. Furthermore, the tax consequences of awards made under 
the 2007 Incentive Plan are complex and subject to change, and a taxpayer’s particular situation may be such that 
some variation of the described rules is applicable. 
 
Options and SARs 
 
                   There are three points in time when a participant and our company could potentially incur federal income 
tax consequences: date of grant, upon exercise and upon disposition. First, when an option or a SAR is granted to a 
participant, the participant does not recognize any income for federal income tax purposes on the date of grant. We 
similarly do not have any federal income tax consequences at the date of grant. Second, depending upon the type of 
option, the exercise of an option may or may not result in the recognition of income for federal income tax purposes. 
With respect to an incentive stock option, a participant will not recognize any ordinary income upon the option’s 
exercise (except that the alternative minimum tax may apply). However, a participant will generally recognize 
ordinary income upon the exercise of a non-qualified stock option. In this case, the participant will recognize 
income equal to the difference between the option price and the fair market value of shares purchased pursuant to the 
option on the date of exercise. With respect to the exercise of a SAR, the participant must generally recognize 
ordinary income equal to the cash received (or, if applicable, value of the shares received). 
 
 
 
 
15


                   Incentive stock options are subject to certain holding requirements before a participant can dispose of the 
shares purchased pursuant to the exercise of the option and receive capital gains treatment on any income realized 
from the exercise of the option. Satisfaction of the holding periods determines the tax treatment of any income 
realized upon exercise. If a participant disposes of shares acquired upon exercise of an incentive stock option before 
the end of the applicable holding periods (called a “disqualifying disposition”), the participant must generally 
recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise of the 
incentive stock option minus the exercise price or (ii) the amount realized upon the disposition of the shares minus 
the exercise price. Any excess of the fair market value on the date of such disposition over the fair market value on 
the date of exercise must be recognized as capital gains by the participant. If a participant disposes of shares 
acquired upon the exercise of an incentive stock option after the applicable holding periods have expired, such 
disposition generally will result in long-term capital gain or loss measured by the difference between the sale price 
and the participant’s tax “basis” in such shares (generally, in such case, the tax “basis” is the exercise price). 
 
                   Generally, we will be entitled to a tax deduction in an amount equal to the amount recognized as ordinary 
income by the participant in connection with the exercise of options and SARs. However, we are generally not 
entitled to a tax deduction relating to amounts that represent capital gains to a participant. Accordingly, if the 
participant satisfies the requisite holding period with respect to an incentive stock option before disposition to 
receive the favorable tax treatment accorded incentive stock options, we will not be entitled to any tax deduction 
with respect to an incentive stock option. In the event the participant has a disqualifying disposition with respect to 
an incentive stock option, we will be entitled to a tax deduction in an amount equal to the amount that the participant 
recognized as ordinary income. 
 
Restricted Stock Awards 
 
                   A participant will not be required to recognize any income for federal income tax purposes upon the grant 
of shares of restricted stock. With respect to Awards involving shares or other property, such as restricted stock 
Awards, that contain restrictions as to their transferability and are subject to a substantial risk of forfeiture, the 
participant must generally recognize ordinary income equal to the fair market value of the shares or other property 
received at the time the shares or other property become transferable or are no longer subject to a substantial risk of 
forfeiture, whichever occurs first. We generally will be entitled to a deduction in an amount equal to the ordinary 
income recognized by the participant. A participant may elect to be taxed at the time he or she receives shares (e.g., 
restricted stock) or other property rather than upon the lapse of transferability restrictions or the substantial risk of 
forfeiture. However, if the participant subsequently forfeits such shares he or she would not be entitled to any tax 
deduction or, to recognize a loss, for the value of the shares or property on which he or she previously paid tax. 
Alternatively, if an Award that results in a transfer to the participant of cash, shares or other property does not 
contain any restrictions as to their transferability and is not subject to a substantial risk of forfeiture, the participant 
must generally recognize ordinary income equal to the cash or the fair market value of shares or other property 
actually received. We generally will be entitled to a deduction for the same amount. 
 
Vote Required 
 
                   Assuming a quorum is present, the affirmative vote of a majority of the votes cast at the annual meeting of 
shareholders, either in person or by proxy, is required for approval of this proposal. 
 
                   Our board of directors recommends a vote FOR approval of the proposed adoption of our 2007 Equity 
Incentive Plan. 
 
PROPOSAL TO AMEND OUR CERTIFICATE OF
INCORPORATION TO CHANGE OUR CORPORATE NAME
(Proxy Item 3)
 
                   On September 26, 2006, our board of directors adopted, subject to shareholder approval, a resolution to 
amend Article FIRST of our Certificate of Incorporation to change our corporate name from eLEC Communications 
Corp. to Pervasip Corp. In the judgment of our board of directors, the change of our corporate name is desirable 
 
 
 
16


because the focus of our business has evolved to telephony services and other applications over IP networks rather 
than local exchange carrier services. We believe we have a significant technological advantage in our IP platform, 
and the ubiquitous nature of the Internet allows our services to be available everywhere there is broadband. 
 
                   We have selected the name “Pervasip” to signify pervasive IP services. Unlike other words in the IP sector 
that are generic in nature and used by several carriers, we believe we can obtain trademark protection for the name 
Pervasip, which we created. Furthermore, in the telephone industry, the letters “LEC” in our name are known to 
stand for “local exchange carrier.” While the name eLEC would signify a local exchange carrier that utilizes the 
Internet to provide services, there is still a close tie to traditional wireline services in any company that is considered 
a LEC. Given that we plan to sell our local exchange carrier subsidiaries, we believe that retaining the letters “LEC” 
in our name would not be appropriate. 
 
Text of Proposed Amendment 
 
                   Article FIRST of our Certificate of Incorporation is proposed to be amended to read as follows: 
 
“FIRST: That the name of the corporation is Pervasip Corp. (the “Corporation”).” 
 
                   If the proposed amendment is adopted, shareholders will not be required to exchange outstanding stock 
certificates for new stock certificates. 
 
Vote Required for Approval 
 
                   The proposed amendment to our Certificate of Incorporation to change the corporate name of our company 
will become effective only upon approval by a majority of the votes cast by the shareholders entitled to vote at the 
annual meeting and the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of 
the State of New York, which filing is expected to take place shortly after the annual meeting. If this proposed 
amendment is not approved by the shareholders, then the Certificate of Amendment will not be filed. 
 
                   Our board of directors recommends that the shareholders vote FOR adoption of the proposed amendment to 
our Certificate of Incorporation. 
 
PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
(Proxy Item 4)
 
                   Our board of directors has proposed an amendment to Article FOURTH of our Certificate of Incorporation. 
This amendment would increase the total number of shares of capital stock that we are authorized to issue to one 
hundred fifty-one million (151,000,000), of which one hundred-fifty million (150,000,000) shall be common stock, 
par value $.10 per share, and one million (1,000,000) shall be preferred stock, par value $.10 per share. The par 
value of the common stock, currently $.10 per share, will be reduced to $.001 per share if the proposed amendment 
to our Certificate of Incorporation to effectuate such a reduction in par value (Proxy Item 5) is approved at the 
annual meeting. No increase in the authorized number of shares of preferred stock is requested. 
 
                   We have no specific plans for the issuance of additional shares of common stock. However, the board of 
directors believes that the proposed increase is desirable so that, as the need may arise, we will have more financial 
flexibility and be able to issue additional shares of common stock without the expense and delay associated with a 
special shareholders’ meeting, except where shareholder approval is required by applicable law or stock exchange 
regulations. The additional shares of common stock might be used, for example, in connection with an expansion of 
our business through investments or acquisitions, sold in a financing transaction or issued under an employee stock 
option, savings or other benefit plan or in a stock split or dividend to shareholders. The board of directors does not 
intend to issue any shares except on terms that it considers to be in the best interests of the company and its 
shareholders. 
 
 
 
17


                   The additional shares of common stock for which authorization is sought would be a part of the existing 
class of common stock. If and when issued, these shares would have the same rights and privileges as the shares of 
common stock presently outstanding. No holder of common stock has any preemptive rights to acquire additional 
shares of the common stock. 
 
                   The issuance of additional shares could reduce existing shareholders’ percentage ownership and voting 
power in our company and, depending on the transaction in which they are issued, could affect the per share book 
value or other per share financial measures. 
 
                   Although the proposed amendment is not intended to be an anti-takeover measure, shareholders should note 
that, under certain circumstances, the additional shares of common stock could be used to make any attempt to gain 
control of our company or the board of directors more difficult or time-consuming. Any of the additional shares of 
common stock could be privately placed with purchasers who might side with the board of directors in opposing a 
hostile takeover bid. It is possible that such shares could be sold with or without an option, on our part, to 
repurchase such shares, or on the part of the purchaser, to put such shares to us. 
 
                   The amendment to increase the authorized shares of common stock might be considered to have the effect 
of discouraging an attempt by another person or entity, through the acquisition of a substantial number of shares of 
our capital stock, to acquire control of us, since the issuance of the additional shares of common stock could be used 
to dilute the stock ownership of a person or entity seeking to obtain control and to increase the cost to a person or 
entity seeking to acquire a majority of the voting power of our company. If so used, the effect of the additional 
authorized shares of common stock might be (i) to deprive shareholders of an opportunity to sell their stock at a 
temporarily higher price as a result of a tender offer or the purchase of shares by a person or entity seeking to obtain 
control of us or (ii) to assist incumbent management in retaining its present position. 
 
Text of Proposed Amendment 
 
                   The first paragraph of Article FOURTH of our Certificate of Incorporation is proposed to be amended to 
read as follows: 
 
“FOURTH: A. Authorized Shares. The total number of shares of all classes of capital stock which the Company 
shall have the authority to issue is one hundred fifty-one million (151,000,000), of which one hundred-fifty million 
(150,000,000) shall be common stock, par value $.10 per share and one million (1,000,000) shall be preferred stock, 
par value $.10 per share.” 
 
                   If the proposal to reduce the par value of our shares of capital stock (Proxy Item 5) is approved by our 
shareholders at the annual meeting, the references to the par value of our common stock and our preferred stock in 
the foregoing Article FOURTH of our Certificate of Incorporation shall be $.001 per share rather than $.10 per 
share. 
 
                   A copy of the foregoing proposed amendment, including the proposed amendment to reduce the par value 
of our common stock and our preferred stock from $.10 per share to $.001 per share, is attached to this proxy 
statement as Annex C and is marked to show changes from our current Certificate of Incorporation. 
 
Vote Required for Approval 
 
                   The proposed amendment to the Certificate of Incorporation to increase the total number of shares of 
capital stock that we are authorized to issue will become effective only upon approval by a majority of the votes cast 
by the shareholders entitled to vote at the annual meeting and the filing of a Certificate of Amendment to the 
Certificate of Incorporation with the Secretary of the State of New York, which filing is expected to take place 
shortly after the annual meeting. If this proposed amendment is not approved by the shareholders, then the language 
pertaining to this Proxy Item 4 will not be included in the Certificate of Amendment filed with the Secretary of the 
State of New York. 
 
 
 
18


                   Our board of directors recommends that the shareholders vote FOR adoption of the proposed amendment to 
our Certificate of Incorporation. 
 
PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO CHANGE THE PAR VALUE 
OF OUR SHARES OF CAPITAL STOCK FROM $.10 PER SHARE TO $.001 PER SHARE; 
(Proxy Item 5)
 
                   Our board of directors has proposed an amendment to Article FOURTH of our Certificate of Incorporation. 
This amendment would reduce the par value of our common stock and our preferred stock from $.10 per share to 
$.001 per share and reclassify the outstanding shares of capital stock into such lower par value shares. 
 
                   Our Certificate of Incorporation currently authorizes the issuance of shares of common stock with a par 
value of $.10 per share. The board of directors believes it is in the best interests of our company to amend our 
Certificate of Incorporation to reduce the par value of our capital stock to $.001 per share. The proposed reduction 
in par value is intended to bring us into line with the practice of other public companies with respect to par value. 
 
                   Historically, the concept of par value served to protect creditors and senior security holders by ensuring that 
a company received at least the par value as consideration for issuance of stock. Over time, the concept of par value 
has lost much of its significance. Today many companies incorporate using a nominal par value or have no par value 
at all. 
 
                   The reduction in the par value would not change the number of authorized shares of our common stock or 
preferred stock. The reduction in the par value would reduce the amount required to be carried by us as capital, 
thereby potentially increasing our surplus capital available for dividends and other distributions and for other 
corporate purposes. The board of directors has not proposed the reduction in the par value with the intention of 
declaring dividends on our common stock. The reduction in the par value should have no effect on the rights of the 
holders of our capital stock except for the minimum amount per share we may receive upon the issuance of 
authorized but unissued shares and added dividend flexibility. 
 
                   If this proposal is approved, certificates representing shares of our capital stock, $.10 par value per share, 
issued and outstanding prior to the effective date of filing of the amendment to our Certificate of Incorporation, will 
be changed to represent the same number of shares of common stock, $.001 par value per share, as they did prior to 
such effective date. Existing certificates will not be exchanged for new certificates. Please do not return any 
certificates to us. 
 
                   A copy of the proposed amendment, including the proposed amendment pursuant to Proxy Item 4 to 
increase the total number of shares of capital stock that we are authorized to issue, is attached to this proxy statement 
as Annex C and is marked to show changes from our current Certificate of Incorporation. 
 
Vote Required for Approval 
 
                   The proposed amendment to our Certificate of Incorporation to reduce the par value of our capital stock 
from $.10 per share to $.001 per share and reclassify the outstanding shares of capital stock into such lower par value 
shares will become effective only upon approval by a majority of the votes cast by the shareholders entitled to vote at 
the annual meeting and the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary 
of the State of New York, which filing is expected to take place shortly after the annual meeting. If this proposed 
amendment is not approved by the shareholders, then the language pertaining to this Proxy Item 5 will not be 
included in the Certificate of Amendment filed with the Secretary of the State of New York. 
 
                   Our board of directors recommends that the shareholders vote FOR adoption of the proposed amendment to 
our Certificate of Incorporation. 
 
 
 
 
19


RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Proxy Item 6)
 
                   Nussbaum Yates & Wolpow, P.C. (“Nussbaum”), is serving as our independent registered public 
accounting firm for the fiscal year ended November 30, 2006 and has been appointed by our board of directors to 
continue as our independent registered public accounting firm for the fiscal year ending November 30, 2007. In the 
event that ratification of this appointment of the independent registered public accounting firm is not approved by the 
affirmative vote of a majority of votes cast on the matter, the appointment of independent registered public 
accounting firm will be reconsidered by our board of directors. Unless marked to the contrary, proxies received will 
be voted for ratification of the appointment of Nussbaum as our independent registered public accounting firm for 
the fiscal year ending November 30, 2007.  
 
                   A representative of Nussbaum is expected to attend the annual meeting, and such representative will have 
the opportunity to make a statement if he so desires and will be available to respond to appropriate questions from 
shareholders. 
 
                   Your ratification of the appointment of Nussbaum as our independent registered public accounting firm for 
the fiscal year ending November 30, 2007 does not preclude our board of directors from terminating its engagement 
of Nussbaum and retaining a new independent registered public accounting firm, if it determines that such an action 
would be in our best interests.  
 
Audit Fees 
 
Audit Fees 
 
                   The aggregate fees billed by Nussbaum for professional services rendered for the audit of our annual 
financial statements for the last two fiscal years and for the reviews of the financial statements included in our 
Quarterly Reports on Form 10-Q during the last two fiscal years was $146,993 and $142,226, respectively. 
 
Audit-Related Fees 
 
                   We did not engage our principal accountants to provide assurance or related services during the last two 
fiscal years. 
 
Tax Fees 
 
                   The aggregate fees billed by our principal accountants for tax compliance, tax advice and tax planning 
services rendered to us during the last two fiscal years was $20,000 and $20,000 respectively. 
 
All Other Fees 
 
                   We did not engage our principal accountants to render services to us during the last two fiscal years, other 
than as reported above. 
 
Pre-Approval Policies and Procedures 
 
                    Our board of directors has the sole authority to appoint or replace our independent registered public 
accounting firm. Our board is directly responsible for the compensation and oversight of the work of our independent 
registered public accounting firm (including resolution of disagreements between management and the independent 
registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit 
report or related work. Our independent registered public accounting firm is engaged by, and reports directly to, our 
Board.  
 
                   Our board of directors pre-approves all auditing services and permitted non-audit services (including the 
fees and terms thereof) to be performed for us by our independent auditor, subject to the de minimis exceptions for 
non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, all of which are 
approved by our board prior to the completion of the audit. In the event pre-approval for such auditing services and 
permitted non-audit services cannot be obtained as a result of inherent time constraints in the matter for which such 
 
 
 
20


services are required, our Chairman of the Board may pre-approve such services, and will report for ratification such 
pre-approval to our board of directors at its next scheduled meeting. Our board has complied with the procedures set 
forth above and all services reported above were approved in accordance with such procedures. 
 
Vote Required and Board of Directors' Recommendation 
 
                   Assuming a quorum is present, the affirmative vote of a majority of the votes cast at the annual meeting of 
shareholders, by the shareholders entitled to vote at the annual meeting of shareholders, either in person or by proxy, 
is required for approval of this proposal. 
 
                   Our board of directors recommends a vote FOR ratification of the appointment of Nussbaum as our 
independent auditors for the fiscal year ending November 30, 2007. 
 
SHAREHOLDER PROPOSALS
 
                   Proposals of shareholders intended for presentation at our 2008 annual meeting of shareholders and 
intended to be included in our proxy statement and form of proxy relating to that meeting must be received at our 
executive offices by January 8, 2008 and comply with the requirements of Rule 14a-8(e) promulgated under the 
Securities Exchange Act of 1934. 
 
OTHER BUSINESS
 
                   Other than as described above, our board of directors knows of no matters to be presented at the annual 
meeting, but it is intended that the persons named in the proxy will vote your shares according to their best judgment 
if any matters not included in this proxy statement do properly come before the meeting or any adjournment thereof. 
 
ANNUAL REPORT
 
                   Our Annual Report on Form 10-K for the year ended November 30, 2006, including financial statements, is 
being mailed with this proxy statement. If, for any reason, you do not receive your copy of the Annual Report, 
please contact Mr. Paul H. Riss, Chief Executive Officer, eLEC Communications Corp., 75 South Broadway, Suite 
302, White Plains, New York 10601, and another will be sent to you. 
 
                                                                                          By Order of the Board of Directors, 
 
                                                                                          PAUL H. RISS 
                                                                                          Chairman of the Board 
Dated:   May 7, 2007 
           White Plains, New York 
 
 
 
 
21


    ANNEX A 
 
eLEC COMMUNICATIONS CORP.
AUDIT COMMITTEE CHARTER
 
PURPOSE
 
                   There shall be an Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of eLEC 
Communications Corp., a New York corporation (the “Company”). The primary function of the Committee is to 
assist the Board of Directors in fulfilling its oversight responsibilities, primarily through: 1) overseeing 
management’s conduct of the Company’s financial reporting process and systems of internal accounting and 
financial controls; and 2) monitoring the independence and performance of the Company’s outside auditors. 
 
COMPOSITION AND MEETINGS
 
                   The Committee shall have at least three (3) members at all times, each of whom must be independent of 
management and the Company; provided, however, the Committee may include one non-independent director until 
such time as three qualified independent directors serve as members of the Board of Directors. Members of the 
Committee shall be considered independent if: 1) in the sole discretion of the Board, it is determined that they have 
no relationship that may interfere with the exercise of their independent judgment; and 2) they meet the NASDAQ 
rules regarding independence of audit committee members. Members of the Committee shall be appointed by the 
Board and shall serve until the earlier to occur of the date on which he or she shall: 1) be replaced by the Board; 2) 
resign from the Committee; or 3) resign from the Board. All members of the Committee shall have a basic 
understanding of finance and accounting and be able to read and understand fundamental financial statements or be 
able to do so within a reasonable period of time after appointment to the Committee, and at least one member of the 
Committee shall have accounting or related financial management expertise. 
 
                   The Committee shall meet as frequently as circumstances dictate, but no less than four times annually. The 
Board shall name a chairperson of the Committee. A majority of the members of the Committee shall constitute a 
quorum.     
 
LIMITATION ON COMMITTEE RESPONSIBILITIES
 
                   The Company’s management is responsible for preparing the Company’s financial statements and the 
outside auditors are responsible for auditing and/or reviewing those financial statements. In carrying out its purpose, 
the Committee is not providing any expert or special assurance as to the Company’s financial statements or any 
professional certification as to the outside auditors’ work. The Committee’s specific responsibilities are as follows: 
 
GENERAL
 
                   1.    The Committee shall have the power to conduct or authorize investigations into any matters consistent 
with its purpose. The Committee shall be empowered to retain independent counsel, accountants, or others to assist 
it in the conduct of any investigation. The Committee shall have unrestricted access to members of management and 
all information relevant to its responsibilities. 
 
                   2.    The Committee shall report through its chairperson to the Board following the meetings of the 
Committee.     
 
                   3.    The Committee shall review this charter and the powers and responsibilities of the Committee at least 
annually and report and make recommendations to the Board with respect to these powers and responsibilities. 
 
                   4.    The Committee shall maintain minutes or other records of meetings and activities of the Committee. 


                   5.    The Committee shall prepare annual Committee reports for inclusion in the proxy statements for the 
Company’s annual meetings, as required by rules promulgated by the Securities and Exchange Commission (the 
SEC”).     
 
                   6.    The Committee shall, in addition to the performance of the duties described herein, undertake such 
additional duties as may from time to time be delegated to it by the Board. 
 
INTERNAL CONTROLS AND RISK ASSESSMENT
 
                   1.    The Committee shall consider and review with management and the outside auditors the effectiveness of 
or weaknesses in the Company’s internal controls, including computerized information system controls and security, 
the overall control environment and accounting and financial controls. 
 
                   2.    The Committee shall obtain from the outside auditors their recommendations regarding internal controls 
and other matters relating to the accounting procedures and the books and records of the Company and its 
subsidiaries and reviewing the correction of controls deemed to be deficient. 
 
OUTSIDE AUDITOR
 
                   1.    The outside auditors are ultimately accountable to the Board and the Committee, as the representatives 
of the stockholders. The Board and the Committee shall have the ultimate authority and responsibility to select, 
evaluate and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for 
shareholder approval in any proxy statement). In this regard, the Committee shall recommend to the Board the 
outside auditor to be nominated. 
 
                   2.    The Committee shall confer with the outside auditors concerning the scope of their examinations of the 
books and records of the Company and its subsidiaries; review and approve the Company’s annual audit plans; direct 
the special attention of the outside auditors to specific matters or areas deemed by the Committee or the outside 
auditors to be of special significance; and authorize the outside auditors to perform such supplemental reviews or 
audits as the Committee may deem desirable. 
 
                   3.    The Committee shall receive from the outside auditor on a periodic basis a formal written statement 
delineating all relationships between the outside auditor and the Company, consistent with applicable standards. The 
statement shall include a description of all services provided by the auditor and the related fees. The Committee 
shall review costs of all audit and other services performed by the outside auditors. 
 
                   4.    The Committee shall take, or recommend that the Board take, appropriate action to monitor the 
independent status of the outside auditors. 
 
FINANCIAL REPORTING
 
                   1.    The Committee shall review and discuss with the outside auditors and management the Company’s 
audited annual financial statements that are to be included in the Company’s Annual Report on Form 10-KSB and 
the outside auditors’ opinion with respect to such financial statements, including reviewing the nature and extent of 
any significant changes in accounting principles or the application thereof; and determine whether to recommend to 
the Board that the financial statements be included in the Company’s Form 10-KSB for filing with the SEC. 
 
                   2.    The Committee shall review and discuss with the outside auditors and management, and require the 
outside auditors to review, the Company’s interim financial statements to be included in the Company’s Quarterly 
Reports on Form 10-Q prior to the filing thereof with the SEC. 
 
                   3.    The Committee shall review the existence of significant estimates and judgments underlying the financial 
statements, including the rationale behind those estimates as well as the details on material accruals and reserves and 
the Company’s accounting principles. 


COMPLIANCE WITH LAWS
 
                   1. The Committee shall review with the Company’s counsel and others any legal, tax or regulatory matters 
that may have a material impact on the Company’s. 
 
                   2. The Committee shall periodically review the rules promulgated by the SEC and NASDAQ relating to the 
qualifications, activities, responsibilities and duties of audit committees and shall take, or recommend that the Board 
take, appropriate action to comply with such rules. 


      ANNEX B 
 
 
eLEC COMMUNICATIONS CORP.
2007 EQUITY INCENTIVE PLAN
 
                   This eLEC Communications Corp. 2007 Equity Incentive Plan (the “Plan”) is established by eLEC 
Communications Corp., a New York corporation (the “Company”), effective as of April 2, 2007 (the “Effective 
Date”). Capitalized terms not otherwise defined shall have the meanings set forth in Section 25. 
 
                   1.    Purpose. The Plan is intended to provide qualifying Employees (including officers and Directors), 
Independent Directors and Consultants with equity ownership in the Company, thereby strengthening their 
commitment to the success of the Company, promoting the identity of interests between the Company’s shareholders 
and such Employees, Independent Directors and Consultants and stimulating their efforts on behalf of the Company, 
and to assist the Company in attracting and retaining talented personnel. 
 
                   2.    Scope of the Plan. Subject to adjustment in accordance with Section 20, the total number of 
Shares for which grants under the Plan shall be available is 2,000,000. If any Shares subject to any Award granted 
hereunder are forfeited or such Award otherwise terminates without the issuance of such Shares or for other 
consideration in lieu of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or 
termination, shall again be available for grant under the Plan. Shares awarded under the Plan may be treasury shares 
or newly-issued shares.     
 
                   3.    Administration. 
 
    (a)    The Plan shall be administered by a Committee which shall consist of at least two or more 
members of the Board, all of whom, so long as the Company remains a Public Company, shall qualify as “non- 
employee directors” under Section (b)(3)(i) of Rule 16b-3. The number of members of the Committee may from 
time to time be increased or decreased, and so long as the Company remains a Public Company, shall be subject to 
such conditions, as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such 
conditions of Rule 16b-3 as then in effect. 
 
    (b)    Subject to the express provisions of the Plan, the Committee has full and final authority 
and discretion as follows:     
 
        (i)    to determine when and to whom Awards should be granted and the terms, 
                   conditions and restrictions applicable to each Award, including, without limitation, (A) the exercise price of 
                   the Award, (B) the method of payment for Shares purchased upon the exercise of the Award, (C) the 
                   method of satisfaction of any tax withholding obligation arising in connection with the Award, (D) the 
                   timing, terms and conditions of the exercisability of the Award or the vesting of any Shares acquired upon 
                   the exercise thereof, (E) the time of the expiration of the vesting of any Shares acquired upon the exercise 
                   thereof, (F) the effect of the Grantee’s termination of employment or service with the Company on any of 
                   the foregoing, (G) all other terms, conditions and restrictions applicable to the Award or such Shares not 
                   inconsistent with the terms of the Plan, (H) the benefit payable under any SAR or Performance Share, and 
                   (I) whether or not specific Awards shall be identified with other specific Awards, and if so whether they 
                   shall be exercisable cumulatively with, or alternatively to, such other specific Awards; 
 
        (ii)    to determine the amount, if any, that a Grantee shall pay for Restricted Shares, 
                   whether to permit or require the payment of cash dividends thereon to be deferred and the terms related 
                   thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of any Award) shall 
                   be forfeited and whether such Shares shall be held in escrow; 
 
        (iii)    to interpret the Plan and to make all determinations necessary or advisable for 
                   the administration of the Plan; 


        (iv)    to make, amend and rescind rules, guidelines and policies relating to the Plan, or 
                   to adopt supplements to, or alternative versions of, the Plan, including, without limitation, rules with respect 
                   to the exercisability and forfeitability of Awards upon the termination of employment or service of a 
                   Grantee;         
 
        (v)    to determine the terms, conditions and restrictions of all Award Agreements 
                   (which need not be identical) and, with the consent of the Grantee, to amend any such Award Agreement at 
                   any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan, except 
                   that the consent of the Grantee shall not be required for any amendment which (A) does not adversely affect 
                   the rights of the Grantee or (B) is necessary or advisable (as determined by the Committee) to carry out the 
                   purpose of the Award as a result of any change in applicable law; 
 
        (vi)    to cancel, with the consent of the Grantee, outstanding Awards and to grant new 
                   Awards in substitution therefor; 
 
        (vii)    to accelerate the exercisability of, and to accelerate or waive any or all of the 
                   terms, conditions and restrictions applicable to, any Award or any group of Awards for any reason and at 
                   any time, including in connection with a termination of employment (other than for Cause); 
 
        (viii)    subject to Section 6(c), to extend the time during which any Award or group of 
                   Awards may be exercised;     
 
        (ix)    to make such adjustments or modifications to Awards to Grantees working 
                   outside the United States as are advisable to fulfill the purposes of the Plan; 
 
        (x)    to impose such additional terms, conditions and restrictions upon the grant, 
                   exercise or retention of Awards as the Committee may, before or concurrent with the grant thereof, deem 
                   appropriate; and     
 
        (xi)    to take any other action with respect to any matters relating to the Plan for which 
                   it is responsible.     
 
        The determination of the Committee on all matters relating to the Plan or any Award 
                   Agreement shall be final.     
 
                   4.    Indemnification and Reimbursement. Service as a member of the Committee or any other duly 
appointed subcommittee shall constitute service as a Board member, and such members shall accordingly be entitled 
to full indemnification and reimbursement as Board members for their service as members of the Committee or any 
other duly appointed subcommittee. No Committee or other duly appointed subcommittee member shall be liable for 
any act or omission made in good faith with respect to the Plan or any Award granted under the Plan. 
 
                   5.    Eligibility. The Committee may, in its discretion, grant Awards to any Eligible Person, whether or 
not he or she has previously received an Award, except in the case of an ISO, which can only be granted to an 
Employee of the Company or any Subsidiary. 
 
                   6.    Conditions to Grants. 
 
    (a)    General Conditions. Awards shall be evidenced by written Award Agreements specifying 
the number of Shares covered thereby, in such form as the Committee shall from time to time establish. Award 
Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to 
the following terms and conditions:     
 
        (i)    The Grant Date of an Award shall be the date on which the Committee grants the 
                   Award or such later date as specified in advance by the Committee; 


    (ii)    In the case of an Award of options, the Option Term shall under no 
                   circumstances extend more than ten (10) years after the Grant Date and shall be subject to earlier 
                   termination as herein provided; and 
 
    (iii)    Any terms and conditions of an Award not set forth in the Plan shall be set forth 
                   in the Award Agreement related to that Award. 
 
                                       (b)    Grant of Options. No later than the Grant Date of any option, the Committee shall 
determine the Option Price of such option. Subject to Section 6(c), the Option Price of an option may be the Fair 
Market Value of a Share on the Grant Date or may be less than or more than that Fair Market Value. An option shall 
be exercisable for unrestricted Shares, unless the Award Agreement provides that it is exercisable for Restricted 
Shares.         
 
                                       (c)    Grant of ISOs. At the time of the grant of any option, the Committee may, in its 
discretion, designate that such option shall be made subject to additional restrictions to permit the option to qualify 
as an “incentive stock option” under the requirements of Section 422 of the Code. Any option designated as an ISO: 
 
    (i)    shall have an Option Price that is not less than the Fair Market Value of a Share 
                   on the Grant Date and, if granted to a Ten Percent Owner, have an Option Price that is not less than 110% 
                   of the Fair Market Value of a Share on the Grant Date; 
 
    (ii)    shall be for a period of not more than ten (10) years and, if granted to a Ten 
                   Percent Owner, not more than five (5) years, from the Grant Date and shall be subject to earlier termination 
                   as provided herein or in the applicable Award Agreement; 
 
    (iii)    shall meet the limitations of this subparagraph 6(c)(iii). If the aggregate Fair 
                   Market Value of Shares with respect to which ISOs first become exercisable by a Grantee in any calendar 
                   year exceeds the limit determined in accordance with the provisions of Section 422 of the Code (the 
                   Limit”) taking into account Shares subject to all ISOs granted by the Company that are held by the 
                   Grantee, the excess will be treated as nonqualified options. To determine whether the Limit is exceeded, 
                   the Fair Market Value of Shares subject to options shall be determined as of the Grant Dates of the options. 
                   In reducing the number of options treated as ISOs to meet the Limit, the most recently granted options will 
                   be reduced first. If a reduction of simultaneously granted options is necessary to meet the Limit, the 
                   Committee may designate which Shares are to be treated as Shares acquired pursuant to an ISO; 
 
    (iv)    shall be granted within ten (10) years from the Effective Date; 
 
    (v)    shall require the Grantee to notify the Committee of any disposition of any 
                   Shares issued upon the exercise of the ISO under the circumstances described in Section 421(b) of the Code 
                   (relating to certain disqualifying dispositions, a “Disqualifying Disposition”), within ten (10) business days 
                   after such Disqualifying Disposition; and 
 
    (vi)    unless otherwise permitted by the Code, shall by its terms not be assignable or 
                   transferable other than by will or the laws of descent and distribution and may be exercised, during the 
                   Grantee’s lifetime, only by the Grantee, except that the Grantee may, in accordance with Section 7, 
                   designate in writing a beneficiary to exercise his or her ISOs after the Grantee’s death. 
 
                                       (d)    Grant of SARs. 
 
    (i)    When granted, SARs may, but need not, be identified with a specific option, 
                   specific Restricted Shares, or specific Performance Shares of the Grantee (including any option, Restricted 
                   Shares, or Performance Shares granted on or before the Grant Date of the SARs) in a number equal to or 
                   different from the number of SARs so granted. If SARs are identified with Shares subject to an option, with 
                   Restricted Shares, or with Performance Shares, then, unless otherwise provided in the applicable Award 


Agreement, the Grantee’s associated SARs shall terminate upon (A) the expiration, termination, forfeiture, 
or cancellation of such option, Restricted Shares or Performance Shares, (B) the exercise of such option or 
Performance Shares, or (C) the date such Restricted Shares become nonforfeitable. 
 
    (ii)    The strike price (the “Strike Price”) of any SAR shall equal, for any SAR that is 
identified with an option, the Option Price of such option, or for any other SAR, one hundred percent 
(100%) of the Fair Market Value of a Share on the Grant Date of such SAR, except that the Committee may 
(A) specify a higher Strike Price in the Award Agreement or (B) provide that the benefit payable upon 
exercise of any SAR shall not exceed such percentage of the Fair Market Value of a Share on such Grant 
Date as the Committee shall specify. 
 
                   (e)    Grant of Performance Shares. 
 
    (i)    Before the grant of Performance Shares, the Committee shall: 
 
        (A)    determine objective performance goals, which may consist of any one 
                   or more of the following goals deemed appropriate by the Committee: earnings (either in the 
                   aggregate or on a per share basis), operating income, cash flow, EBITDA (earnings before interest, 
                   taxes, depreciation and amortization), return on equity, indices related to EVA (economic value 
                   added), per share rate of return on the Common Stock (including dividends), general indices 
                   relative to levels of general customer service satisfaction, as measured through various randomly- 
                   generated customer service surveys, market share (in one or more markets), customer retention 
                   rates, market penetration rates, revenues, reductions in expense levels, the attainment by the 
                   Common Stock of a specified market value for a specified period of time, and any other object 
                   performance goal deemed appropriate by the Committee, in each case where applicable to be 
                   determined either on a company-wide basis, individual basis or in respect of any one or more 
                   business units, and the amount of compensation under the goals applicable to such grant; 
 
        (B)    designate a period for the measurement of the extent to which 
                   performance goals are attained, which may begin simultaneously with, prior to or following the 
                   Grant Date (the “Performance Period”); and 
 
        (C)    assign a performance percentage to each level of attainment of 
                   performance goals during the Performance Period, with the percentage applicable to minimum 
                   attainment being zero percent and the percentage applicable to maximum attainment to be 
                   determined by the Committee from time to time (the “Performance Percentage”). 
 
    (ii)    If a Grantee is promoted, demoted, or transferred to a different business unit of 
the Company during a Performance Period, then, to the extent the Committee determines any one or more 
of the performance goals, Performance Period or Performance Percentage are no longer appropriate, the 
Committee may make any changes thereto as it deems appropriate in order to make them appropriate. 
 
    (iii)    When granted, Performance Shares may, but need not, be identified with Shares 
subject to a specific option, specific Restricted Shares or specific SARs of the Grantee granted under the 
Plan in a number equal to or different from the number of the Performance Shares so granted. If 
Performance Shares are so identified, then, unless otherwise provided in the applicable Award Agreement, 
the Grantee’s associated Performance Shares shall terminate upon (A) the expiration, termination, forfeiture 
or cancellation of the option, Restricted Shares or SARs with which the Performance Shares are identified, 
(B) the exercise of such option or SARs, or (C) the date Restricted Shares become nonforfeitable. 
 
                   (f)    Grant of Restricted Shares. 
 
    (i)    The Committee shall determine the amount, if any, that a Grantee shall pay for 
Restricted Shares, subject to the following sentence. The Committee shall require the Grantee to pay at 


                   least the Minimum Consideration for each Restricted Share. Such payment shall be made in full by the 
                   Grantee before the delivery of the shares and in any event no later than ten (10) business days after the 
                   Grant Date. In the discretion of the Committee and to the extent permitted by law, payment may also be 
                   made in accordance with Section 9. 
 
        (ii)    The Committee may, but need not, provide that all or any portion of a Grantee’s 
                   Restricted Shares, or Restricted Shares acquired upon exercise of an option, shall be forfeited: 
 
            (A)    except as otherwise specified in the Plan or the Award Agreement, upon 
    the Grantee’s termination of employment within a specified time period after the Grant Date; or 
 
            (B)    if the Company or the Grantee does not achieve specified performance 
    goals (if any) within a specified time period after the Grant Date and before the Grantee’s 
    termination of employment; or 
 
            (C)    upon failure to satisfy such other conditions as the Committee may 
    specify in the Award Agreement. 
 
        (iii)    If Restricted Shares are forfeited and the Grantee was required to pay for such 
                   shares or acquired such Restricted Shares upon the exercise of an option, the Grantee shall be deemed to 
                   have resold such Restricted Shares to the Company at a price equal to the lesser of (A) the amount paid by 
                   the Grantee for such Restricted Shares or (B) the Fair Market Value of the Restricted Shares on the date of 
                   forfeiture, which shall be paid to the Grantee in cash as soon as administratively practicable. Such 
                   Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights 
                   as a shareholder of the Company, from and after the date of the event causing the forfeiture, whether or not 
                   the Grantee accepts the Company’s tender of payment for such Restricted Shares. 
 
        (iv)    The Committee may provide that the certificates for any Restricted Shares (A) 
                   shall be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary of 
                   the Company until such Restricted Shares become nonforfeitable or are forfeited or (B) shall bear an 
                   appropriate legend restricting the transfer of such Restricted Shares. If any Restricted Shares become 
                   nonforfeitable, the Company shall cause certificates for such shares to be issued without such legend. 
 
        (v)    At the time of a grant of Restricted Shares, the Committee may require the 
                   payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in 
                   additional Restricted Shares. Stock dividends or deferred cash dividends issued with respect to Restricted 
                   Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with 
                   respect to which such dividends are issued. The Committee may in its discretion provide for payment of 
                   interest on deferred cash dividends. 
 
    (g)    Grant of Compensatory Shares. The Committee may grant Compensatory Shares to any 
Eligible Person.       
 
                   7.    Non-Transferability. An Award granted hereunder shall not be assignable or transferable other 
than by will or the laws of descent and distribution and may be exercised during the Grantee’s lifetime only by the 
Grantee or his or her guardian or legal representative, except that, subject to Section 6(c) in respect of ISOs, a 
Grantee may, if permitted by the Committee, in its discretion, (a) designate in writing a beneficiary to exercise an 
Award after his or her death (if that designation has been received by the Company prior to the Grantee’s death) and 
(b) transfer the Award to one or more members of the Grantee’s Immediate Family or any other individuals or 
entities.         


                   8.    Exercise.         
 
    (a)    Exercise of Options. 
 
        (i)    Subject to Section 6, each option shall become exercisable at such time or times 
                   as may be specified by the Committee from time to time in the applicable Award Agreement. 
 
        (ii)    An option shall be exercised by the delivery to the Company during the Option 
                   Term of (A) a written notice of intent to purchase a specific number of Shares subject to the option in 
                   accordance with the terms of the option by the person entitled to exercise the option and (B) payment in full 
                   of the Option Price of such specific number of Shares in accordance with Section 8(a)(iii). 
 
        (iii)    Payment of the Option Price may be made by any one or more of the following 
                   means:             
 
            (A)    cash, check, or wire transfer; 
 
            (B)    with the approval of the Committee, Mature Shares, valued at their Fair 
    Market Value on the date of exercise; 
 
            (C)    with the approval of the Committee, Restricted Shares held by the 
    Grantee for at least six (6) months prior to the exercise of the option, each such share valued at the 
    Fair Market Value of a Share on the date of exercise; 
 
            (D)    so long as the Company remains a Public Company, in accordance with 
    procedures previously approved by the Company, through the sale of the Shares acquired on 
    exercise of the option through a bank or broker-dealer to whom the Grantee has submitted an 
    irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the 
    amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the 
    Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by 
    reason of such exercise; or     
 
            (E)    in the discretion of the Committee, payment may also be made in 
    accordance with Section 9.     
 
            (F)    with the approval of the Committee, in any combination of the 
    foregoing or such other manner determined by the Committee. 
 
The Committee may in its discretion specify that, if any Restricted Shares are used to pay the Option Price 
(“Tendered Restricted Shares”), (A) all the Shares acquired on exercise of the option shall be subject to the same 
restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the option or (B) a number of 
Shares acquired on exercise of the option equal to the number of Tendered Restricted Shares shall be subject to the 
same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the option. 
 
    (b)    Exercise of SARs. 
 
        (i)    Subject to Section 6(d), (A) each SAR not identified with any other Award shall 
                   become exercisable at such time or times as may be specified by the Committee from time to time in the 
                   applicable Award Agreement and (B) except as otherwise provided in the applicable Award Agreement, 
                   each SAR which is identified with any other Award shall become exercisable as and to the extent that the 
                   option or Restricted Shares with which such SAR is identified may be exercised or becomes nonforfeitable, 
                   as the case may be.         


        (ii)    SARs shall be exercised by delivery to the Company of written notice of intent 
to exercise a specific number of SARs. Unless otherwise provided in the applicable Award Agreement, the 
exercise of SARs that are identified with Shares subject to an option or Restricted Shares shall result in the 
cancellation or forfeiture of such option or Restricted Shares, as the case may be, to the extent of such 
exercise.     
 
        (iii)    The benefit for each SAR exercised shall be equal to (A) the Fair Market Value 
of a Share on the date of such exercise, minus (B) the Strike Price specified in such SAR. Such benefit shall 
be payable in cash, except that the Committee may provide in the Award Agreement that benefits may be 
paid wholly or partly in Shares. 
 
    (c)    Payment of Performance Shares. Unless otherwise provided in the Award Agreement 
with respect to an Award of Performance Shares, if the minimum performance goals applicable to such Performance 
Shares have been achieved during the applicable Performance Period, then the Company shall pay to the Grantee of 
such Award that number of Shares equal to the product of: 
 
        (i)    the sum of (A) number of Performance Shares specified in the applicable Award 
Agreement and (B) the number of additional Shares that would have been issuable if such Performance 
Shares had been Shares outstanding throughout the Performance Period and the stock dividends, cash 
dividends (except as otherwise provided in the Award Agreement), and other property paid in respect of 
such Shares had been reinvested in additional Shares as of each dividend payment date, multiplied by 
 
        (ii)    the Performance Percentage achieved during such Performance Period. 
 
The Committee may, in its discretion, determine that cash be paid in lieu of some or all of such Shares. The amount 
of cash payable in lieu of a Share shall be determined by valuing such Share at its Fair Market Value on the business 
day immediately preceding the date such cash is to be paid. Payments pursuant to this Section 8 shall be made as 
soon as administratively practical after the end of the applicable Performance Period. Any Performance Shares with 
respect to which the performance goals shall not have been achieved by the end of the applicable Performance 
Period shall expire.         
 
                   9.    Loans. The Committee may in its discretion allow a Grantee to defer payment to the Company of 
all or any portion of (a) the Option Price of an option, (b) the purchase price of Restricted Shares, or (c) any taxes 
associated with the exercise, nonforfeitability of, or payment of benefits in connection with, an Award. Any such 
payment deferral by the Company shall be on such terms and conditions as the Committee may determine, except 
that a Grantee shall not be entitled to defer the payment of such Option Price, purchase price, or any related taxes 
unless the Grantee (a) enters into a binding obligation to pay the deferred amount and (b) other than with respect to 
treasury shares, pays upon exercise of an option or grant of Restricted Shares, as applicable, an amount at least equal 
to the Minimum Consideration therefor. If the Committee has permitted a payment deferral in accordance with this 
Section 9, then the Committee may require the immediate payment of such deferred amount upon the Grantee’s 
termination of employment or if the Grantee sells or otherwise transfers his or her Shares purchased pursuant to such 
deferral. The Committee may at any time in its discretion forgive the repayment of any or all of the principal of, or 
interest on, any such deferred payment obligation. 
 
                   10.    Notification under Section 83(b). If the Grantee, in connection with the exercise of any option or 
the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such 
Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee 
shall notify the Company, in writing, of such election within ten (10) days after filing the notice of the election with 
the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under 
Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, 
prohibit a Grantee from making the election described in this Section 10. 


                   11.    Mandatory Tax Withholding. 
 
    (a)    Whenever under the Plan, Shares are to be delivered upon exercise or payment of an 
Award or upon Restricted Shares becoming nonforfeitable, or any other event with respect to rights and benefits 
hereunder, the Company shall be entitled to require (i) that the Grantee remit an amount in cash, or in the Company’s 
discretion, Mature Shares or any other form of consideration, sufficient to satisfy all federal, state and local tax 
withholding requirements related thereto (“Required Withholding”), (ii) the withholding of such Required 
Withholding from compensation otherwise due to the Grantee or from any Shares due to the Grantee under the Plan, 
or (iii) any combination of the foregoing. 
 
    (b)    Any Grantee who makes a Disqualifying Disposition or an election under Section 83(b) of 
the Code shall remit to the Company an amount sufficient to satisfy all resulting Required Withholding, except that 
in lieu of or in addition to the foregoing, the Company shall have the right to withhold such Required Withholding 
from compensation otherwise due to the Grantee or from any Shares or other payment due to the Grantee under the 
Plan.             
 
    (c)    Any surrender by a Section 16 Grantee of previously owned shares of Common Stock to 
satisfy tax withholding arising upon exercise of the Award must comply with the applicable provisions of Rule 16b- 
3(e) under the 1934 Act.     
 
                   12.    Elective Share Withholding. At the Company’s discretion, a Grantee may, with the prior consent 
of the Committee, elect the withholding by the Company of a portion of the Shares otherwise deliverable to such 
Grantee upon the exercise of an Award or upon Restricted Shares becoming nonforfeitable (each, a “Taxable Event”) 
having a Fair Market Value equal to the minimum amount necessary to satisfy the Required Withholding liability 
attributable to the Taxable Event. 
 
                   13.    Termination of Employment. 
 
    (a)    For Cause. Except as otherwise provided by the Committee in an Award Agreement, if a 
Grantee’s employment is terminated for Cause, (i) the Grantee’s Restricted Shares (and any SARs identified 
therewith) that are then forfeitable shall on the date of the Grantee’s termination of employment be forfeited on such 
date, subject to the provisions of Section 6(f)(iii) regarding repayment of certain amounts to the Grantee; and (ii) any 
unexercised option, SAR or Performance Share shall terminate effective immediately upon such termination of 
employment.             
 
    (b)    On Account of Death. Except as otherwise provided by the Committee in the Award 
Agreement, if a Grantee’s employment terminates on account of death, then: 
 
        (i)    the Grantee’s Restricted Shares (and any SARs identified therewith) that are then 
                   forfeitable shall on the date of the Grantee’s termination of employment be forfeited on such date; 
 
        (ii)    any unexercised option or SAR, to the extent exercisable on the date of such 
                   termination of employment, may be exercised, in whole or in part, within the first twelve (12) months after 
                   such termination of employment (but only during the Option Term) after the death of the Grantee by (A) his 
                   or her personal representative or by the person to whom the option or SAR, as applicable, is transferred by 
                   will or the applicable laws of descent and distribution, (B) the Grantee’s designated beneficiary, or (C) a 
                   Permitted Transferee; and 
 
        (iii) any unexercised Performance Shares may be exercised in whole or in part, at any 
                   time within six (6) months after such termination of employment on account of the death of the Grantee, by 
                   (A) his or her personal representative or by the person to whom the Performance Shares are transferred by 
                   will or the applicable laws of descent and distribution, (B) the Grantee’s designated beneficiary, or (C) a 
                   Permitted Transferee, except that the benefit payable with respect to any Performance Shares for which the 
                   Performance Period has not ended as of the date of such termination of employment on account of death 


                   shall be equal to the product of Fair Market Value of such Performance Shares multiplied successively by 
                   each of the following:             
 
        (A)    a fraction, the numerator of which is the number of months (including 
                                       as a whole month any partial month) that has elapsed since the beginning of such Performance 
                                       Period until the date of such termination of employment and the denominator of which is the 
                                       number of months (including as a whole month any partial month) in the Performance Period; and 
 
        (B)    a percentage determined in the discretion of the Committee that would 
                                       be earned under the terms of the applicable Award Agreement assuming that the rate at which the 
                                       performance goals have been achieved as of the date of such termination of employment would 
                                       continue until the end of the Performance Period, or, if the Committee elects to compute the 
                                       benefit after the end of the Performance Period, the Performance Percentage, as determined by the 
                                       Committee, attained during the Performance Period for such Performance Shares.
 
                                       (c)    On Account of Disability. Except as otherwise provided by the Committee in the Award 
Agreement, if a Grantee’s employment terminates on account of Disability, then: 
 
    (i)    the Grantee’s Restricted Shares (and any SARs identified therewith) that are then 
                   forfeitable shall on the date of the Grantee’s termination of employment be forfeited on such date; 
 
    (ii)    any unexercised option or SAR, to the extent exercisable on the date of such 
                   termination of employment, may be exercised in whole or in part, within the first twelve (12) months after 
                   such termination of employment (but only during the Option Term) by the Grantee, or by (A) his or her 
                   personal representative or by the person to whom the option or SAR, as applicable, is transferred by will or 
                   the applicable laws of descent and distribution, (B) the Grantee’s designated beneficiary, or (C) a Permitted 
                   Transferee; and             
 
    (iii)    any unexercised Performance Shares may be exercised in whole or in part, at any 
                   time within six (6) months after such termination of employment on account of Disability by the Grantee, or 
                   by (A) his personal representative or by the person to whom the Performance Shares are transferred by will 
                   or the applicable laws of descent and distribution, (B) the Grantee’s designated beneficiary, or (C) a 
                   Permitted Transferee, except that the benefit payable with respect to any Performance Shares for which the 
                   Performance Period has not ended as of the date of such termination of employment on account of 
                   Disability shall be equal to the product of the Fair Market Value of the Performance Shares multiplied 
                   successively by each of the following:     
 
            (A)    a fraction, the numerator of which is the number of months 
                                       (including as a whole month any partial month) that have elapsed since the beginning of such 
                                       Performance Period until the date of such termination of employment and the denominator of 
                                       which is the number of months (including as a whole month any partial month) in the Performance 
                                       Period; and             
 
            (B)    a percentage determined in the discretion of the Committee 
                                       that would be earned under the terms of the applicable Award Agreement assuming that the rate at 
                                       which the performance goals have been achieved as of the date of such termination of employment 
                                       would continue until the end of the Performance Period, or, if the Committee elects to compute the 
                                       benefit after the end of the Performance Period, the Performance Percentage, as determined by the 
                                       Committee, attained during the Performance Period for such Performance Shares.
 
                                       (d)    Any Reason Other Than For Cause Or On Account of Death or Disability. Except as 
otherwise provided by the Committee in the Award Agreement, if a Grantee’s employment terminates for any reason 
other than for Cause, or on account of death or Disability, then: 


        (i)    the Grantee’s Restricted Shares (and any SARs identified therewith), that are 
                   then forfeitable shall on the date of the Grantee’s termination of employment be forfeited on such date; 
 
        (ii)    any unexercised option or SAR (other than a SAR identified with a Restricted 
                   Share or Performance Share), to the extent exercisable immediately before the Grantee’s termination of 
employment, may be exercised in whole or in part, not later than three (3) months after such termination of 
                   employment (but only during the Option Term); and 
 
        (iii)    the Grantee’s Performance Shares (and any SARs identified therewith) shall 
                   terminate effective immediately upon such termination of employment. 
 
                   14.    Substituted Awards. If the Committee cancels any Award (whether granted under the Plan or any 
plan of any entity acquired by the Company or a Subsidiary), the Committee may, in its discretion, substitute a new 
Award therefor upon such terms and conditions consistent with the Plan as the Committee may determine, except 
that (a) the Option Price of any new option, and the Strike Price of any new SAR, shall not be less than one hundred 
percent (100%) (one hundred ten percent (110%) in the case of an incentive stock option granted to a Ten Percent 
Owner) of the Fair Market Value of a Share on the date of the grant of the new Award; and (b) the Grant Date of the 
new Award shall be the date on which such new Award is granted. 
 
                   15    Securities Law Matters. 
 
    (a)    If the Committee deems necessary to comply with any applicable securities law, the 
Committee may require a written investment intent representation by the Grantee and may require that a restrictive 
legend be affixed to certificates for Shares. If, based upon the advice of counsel to the Company, the Committee 
determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any 
applicable provision of (i) federal or state securities laws or (ii) the listing requirements of any national exchange or 
national market system on which are listed any of the Company’s equity securities, then the Committee may 
postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable 
efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest 
practicable date.         
 
    (b)    Grants of options to Section 16 Grantees shall comply with Rule 16b-3 and shall contain 
such additional conditions or restrictions as may be required thereunder for such grants to qualify for exemption 
from liability under Section 16(b) of the 1934 Act. 
 
                   16.    No Employment Rights. Neither the establishment of the Plan nor the grant of any Award shall (a) 
give any Grantee the right to remain employed by the Company or any Subsidiary or to any benefits not specifically 
provided by the Plan or (b) modify the right of the Company or any Subsidiary to modify, amend, or terminate the 
Plan or any other employee benefit plan or employment agreement. 
 
                   17.    No Rights as a Shareholder. A Grantee shall not have any rights as a shareholder of the Company 
with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of an 
Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in 
escrow by the Company, shall confer on the Grantee all rights of a shareholder of the Company, except as otherwise 
provided in the Plan or applicable Award Agreement. 
 
                   18.    Nature of Payments. Awards shall be special incentive payments to the Grantee and shall not be 
taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining 
any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or 
other employee benefit plan of the Company or any Subsidiary or (b) any agreement between (i) the Company or any 
Subsidiary and (ii) the Grantee, except as such plan or agreement shall otherwise expressly provide. 
 
                   19.    Non-uniform Determinations. The Committee’s determinations under the Plan need not be 
uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, 


Awards, whether or not such persons are similarly situated. Without limiting the generality of the foregoing, the 
Committee shall be entitled to enter into non-uniform and selective Award Agreements as to (a) the identity of the 
Grantees, (b) the terms and provisions of Awards, including, without limitation, vesting and manner of payment of 
purchase price upon exercise, and (c) the treatment of terminations of employment. 
 
                   20.    Adjustments. The Committee shall make equitable adjustment of: 
 
    (a)    the aggregate number of Shares available under the Plan for Awards and the aggregate 
number of Shares for which Awards may be granted to any individual Grantee in any calendar year pursuant to the 
second sentence of Section 2; 
 
    (b)    the number of Shares, SARs or Performance Shares covered by an Award; and 
 
    (c)    the Option Price of all outstanding options and the Strike Price of all outstanding SARs; 
 
to reflect a stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation, 
spin-off, split-off, reorganization, rights offering, liquidation or similar event of or by the Company. 
 
                   21.    Amendment of the Plan. The Committee may from time to time, in its discretion, amend the Plan 
without the approval of the Company’s shareholders, except (a) as such shareholder approval may be required under 
the listing requirements of any securities exchange or national market system on which are listed the Company’s 
equity securities and (b) that the Committee may not without the approval of the Company’s shareholders amend the 
Plan to increase the total number of shares reserved for the purposes of the Plan (other than in accordance with 
Section 20).         
 
                   22.    Termination of the Plan. The Plan shall continue in effect until the earlier of its termination by the 
Committee or the date on which all of the shares of Common Stock available for issuance under the Plan have been 
issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted 
under the Plan have lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the earlier of 
the date the Plan is adopted by the Committee or the date the Plan is duly approved by the shareholders of the 
Company. Notwithstanding the foregoing, if the maximum number of shares of Common Stock issuable pursuant to 
the Plan has been increased at any time, all Awards shall be granted, if at all, no later than the last day preceding the 
ten (10) year anniversary of the earlier of (a) the date on which the latest such increase in the maximum number of 
shares of Common Stock issuable under the Plan was approved by the shareholders of the Company or (b) the date 
such amendment was adopted by the Committee. No termination shall affect any Award then outstanding under the 
Plan.         
 
                   23.    No Illegal Transactions. The Plan and all Awards granted pursuant to it are subject to all 
applicable laws and regulations. Notwithstanding any provision of the Plan or any Award, Grantees shall not be 
entitled to exercise, or receive benefits under any Award, and the Company shall not be obligated to deliver any 
Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the 
Company of any applicable law or regulation. 
 
                   24.    Constructive Sales. The Grantee shall not directly or indirectly, through related parties or 
otherwise, “short” or “short against the box” (as those terms are generally understood in the securities markets), or 
otherwise directly or indirectly (through derivative instruments or otherwise) dispose of or hedge, any securities of 
the Company issuable upon exercise of such Grantee’s Award(s). 
 
                   25.    Definitions. The terms set forth below have the indicated meanings which are applicable to both 
the singular and plural forms thereof: 
 
    Award” shall mean options, including ISOs, Restricted Shares, Compensatory Shares, SARs or 
Performance Shares granted under the Plan. 


    Award Agreement” shall mean the written agreement by which an Award shall be evidenced. 
 
    Board” shall mean the Board of Directors of the Company. 
 
    Cause”, with respect to any employee or consultant of the Company shall have the meaning set 
forth in such person’s employment or consulting agreement or, in the absence of such an agreement or if such term is 
not defined in such agreement, shall mean any one or more of the following, as determined by the Committee (in the 
case of a Section 16 Grantee) or the Chief Executive Officer or President of the Company (in the case of any other 
Grantee):         
 
                       (i)    a Grantee’s commission of a crime that is likely to result in injury to the 
Company or a Subsidiary;     
 
                       (ii)    the material violation by the Grantee of written policies of the Company or a 
Subsidiary;         
 
                       (iii)    the habitual neglect by the Grantee in the performance of his or her duties to the 
Company or a Subsidiary; or     
 
(iv)    a Grantee’s willful misconduct or inaction in connection with his or her duties to the Company or a 
Subsidiary resulting in a material injury to the Company or a Subsidiary. 
 
    Code” shall mean the Internal Revenue Code of 1986, as amended or superseded, and the 
regulations and rulings thereunder.  Reference to a particular section of the Code shall include references to 
successor provisions.     
 
    Committee” shall mean the committee of the Board appointed pursuant to Section 3(a), or if not 
so appointed or unable to act or with reference to Awards to Independent Directors, shall mean the entire Board. 
 
    Common Stock” shall mean the common stock, $0.10 par value per share, of the Company. 
 
    Compensatory Shares” shall mean Shares that are awarded to a Grantee without cost and without 
restrictions either as a bonus, in lieu of cash compensation for services rendered to the Company or for any other 
compensatory purpose.     
 
    Consultant” shall mean any person, including a Director, who is engaged by the Company or any 
Parent, Subsidiary or Affiliate thereof to render services to or for the benefit of the Company and is compensated for 
such services, including any member of the Advisory Board of the Company. 
 
    Director” shall mean a member of the Board. 
 
    Disability” shall mean a permanent and total disability, within the meaning of Section 22(e)(3) of 
the Code.         
 
    Effective Date” shall mean the date set forth in the first paragraph hereof. 
 
    Eligible Person” shall mean any Employee, Consultant or Director of the Company or any 
Subsidiary, including any prospective Employee or Employee on an approved leave of absence or layoff, if such 
leave or layoff does not qualify as a Disability. 
 
    Employee” shall mean any person treated as an employee (including officers and directors) in the 
records of the Company (or Subsidiary) and who is subject to the control and direction of the Company (or 
Subsidiary) with regard to both the work to be performed and the manner and method of performance. The payment 


of a director’s fee by the Company (or Subsidiary) to a Director shall not be sufficient to constitute “employment” of 
the Director by the Company (or Subsidiary). 
 
                                       Fair Market Value” per share of Common Stock on any relevant date shall mean such value as 
determined in accordance with the following provisions: 
 
                                                           (i)    If the Common Stock is at that time listed on a national securities exchange, then 
the Fair Market Value shall mean the closing selling price per share of Common Stock on the exchange on which 
such Common Stock is principally traded on the relevant date or, if there were no sales on that date, the closing 
selling price of such Common Stock on the last preceding date on which there were sales. 
 
                                                           (ii)    If the Common Stock is at that time traded on the Nasdaq Market® , Nasdaq 
Small Cap MarketSM or OTC Bulletin Board® , as the case may be, then the Fair Market Value shall mean the closing 
selling price per share of Common Stock on the relevant date, as the price is reported by the National Association of 
Securities Dealers on the Nasdaq Market® , Nasdaq Small Cap MarketSM or OTC Bulletin Board® , as the case may 
be, or any successor system. If there is no closing selling price for the Common Stock on the relevant date, then the 
Fair Market Value shall mean the closing selling price on the last preceding date for which such quotation exists. 
 
                                                           (iii)    If the Common Stock is neither listed on any national securities exchange nor 
traded on the Nasdaq Market® , Nasdaq Small Cap MarketSM or OTC Bulletin Board® , then the Fair Market Value 
shall mean that value determined by the Committee after taking into account such factors as the Committee shall in 
good faith deem appropriate.     
 
                                       Grant Date” shall have the meaning specified in Section 6(a). 
 
                                       Grantee” shall mean a person who has been granted an Award or any Permitted Transferee. 
 
                                       ISO” shall mean an incentive stock option within the meaning of Section 422 of the Code. 
 
                                       Immediate Family” shall mean, with respect to a particular Grantee, the Grantee’s spouse, 
children and grandchildren.     
 
                                       Independent Director” shall mean a member of the Board who in not an Employee of the 
Company.     
 
                                       Mature Shares” shall mean Shares for which the holder thereof has good title, free and clear of all 
liens and encumbrances, and which such holder has held for at least six (6) months. 
 
                                       Minimum Consideration” shall mean par value per Share or such other amount that is from time 
to time considered to be minimum consideration under applicable law. 
 
                                       1934 Act” shall mean the Securities Exchange Act of 1934, as amended. References to a 
particular section of the 1934 Act or rule thereunder, include references to successor provisions. 
 
                                       Option Price” shall mean the per share exercise price of an option. 
 
                                       Option Term” shall mean the period beginning on the Grant Date of an option and ending on the 
expiration date of such option, as specified in the Award Agreement for such option and as may, in the discretion of 
the Committee and consistent with the provisions of the Plan, be extended from time to time. 
 
                                       Performance Shares” shall mean an Award to a Grantee pursuant to Section 6(e).
 
                                       Permitted Transferee” shall mean a person to whom an Award may be transferred or assigned in 
accordance with Section 7.     


                                       Public Company” shall mean any entity issuing any class of equity securities that has been, or is 
required to be, registered under Section 12 of the 1934 Act. 
 
                                       Restricted Shares” shall mean Shares that are subject to forfeiture if the Grantee does not satisfy 
the conditions specified in the Award Agreement applicable to those Shares. 
 
                                       Rule 16b-3” shall mean Rule 16b-3 of the SEC under the 1934 Act, as amended from time to 
time, together with any successor rule. 
 
                                       SAR” shall mean a stock appreciation right. 
 
                                       SEC” shall mean the Securities and Exchange Commission. 
 
                                       Section 16 Grantee” shall mean a person who is subject to potential liability under Section 16(b) 
of the 1934 Act with respect to transactions involving equity securities of the Company. 
 
                                       Share” shall mean a share of Common Stock. 
 
                                       Strike Price” shall have the meaning specified in Section 6(d)(ii). 
 
                                       Subsidiary” shall mean a subsidiary corporation, as defined in Section 424(f) of the Code (with 
the Company being treated as the employer corporation for purposes of this definition). 
 
                                       Ten Percent Owner” shall mean a person who owns capital stock (including stock treated as 
owned under Section 424(d) of the Code) possessing more than ten percent of the total combined Voting Power of 
all classes of capital stock of the Company or any Subsidiary. 
 
                                       Voting Power” shall mean the combined voting power of the then-outstanding securities of the 
Company entitled to vote generally in the election of directors. 
 
                   26.    Controlling Law. The law of the State of New York, except its law with respect to choice of law, 
shall control all matters relating to the Plan. 
 
                   27.    Severability. If any part of the Plan is declared by any court or governmental authority to be 
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or 
part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will given 
effect to the terms of such Section to the fullest extent possible while remaining lawful and valid. 


ANNEX C 
 
 
PROPOSED AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
eLEC COMMUNICATIONS CORP.
 
                   Proposed Amendments to Certificate of Incorporation. The following provision reflects the manner in 
which the applicable section of the Certificate of Incorporation of eLEC Communications Corp. will be amended if 
Proxy Items 4 and 5 are both approved by the shareholders at the annual meeting. If one of the foregoing Proxy 
Items is not approved by the shareholders, then the language pertaining to such Proxy Item will not be included in 
the Certificate of Amendment filed with the Secretary of the State of New York. 
 
                   The first paragraph of Article FOURTH of the company’s Certificate of Incorporation is amended in its 
entirety to read as follows: 
 
                   “Fourth: A. Authorized Shares. The total number of shares of all classes of stock which the Company 
                   shall have the authority to issue is FiftyOneOne Hundred Fifty-One Million (51,000,000151,000,000), of 
                   which FiftyOne Hundred Fifty Million (50,000,000150,000,000) shall be common stock, par value $.10 
                   $.001 per share, and One Million (1,000,000) shall be preferred stock, par value $.001 per share.” 


REVOCABLE PROXY
eLEC COMMUNICATIONS CORP.
 
 
This Proxy is solicited on Behalf of the Board of Directors
 
 
x     PLEASE MARK VOTES                                                                                     For    With-   For all
     AS IN THIS EXAMPLE        hold   Except
 
        PROPOSAL 1:                                                                 ¨   ¨   ¨
 
          The undersigned hereby appoint(s) Paul H. Riss and Greg M. Cooper, or    The Election of Directors:         
either of them, lawful attorneys and proxies of the undersigned with full power             
of substitution, for and in the name, place and stead of the undersigned to             
attend the Annual Meeting of Shareholders  of eLEC Communications Corp.    Paul H. Riss, Greg M. Cooper, Michael H. Khalilian, Gayle Greer  
(the “Company”) to be held at 75 South Broadway, Suite 302, White Plains, and S. Miller Williams
New York 10601 on Thursday, June 7, 2007 at 10:00 a.m., local time, and any             
adjournment(s) or postponement(s) thereof,  with all powers the undersigned    INSTRUCTION: To withhold authority to vote for any individual 
would possess if personally present and to vote the number of votes the    nominee, mark “For All Except” and write that nominee’s name in the 
undersigned would be entitled to vote if personally present.    space provided below.         
           
     
          The Board of Directors recommends a vote "FOR" the proposals set forth             
below.                                                                                             For   Against   Abstain
            PROPOSAL 2:                                                                 ¨   ¨   ¨
         In accordance with their discretion, said Attorneys and Proxies are             
authorized to vote upon such other matters or proposals not known at the    2007 Equity Incentive Plan:         
time of solicitation of this proxy which may properly come before the             
meeting.            Proposal to approve the adoption of the 2007 Equity Incentive Plan of the 
            Company.         
          This proxy when properly executed will be voted in the manner             
described herein by the undersigned shareholder. If no direction is made,                                                                                     For   Against   Abstain
this proxy will be voted for the Proposals set forth herein. Any prior    PROPOSAL 3:                                                                 ¨   ¨    ¨ 
proxy authorized by the undersigned is hereby revoked.             
            Change Name of Company:         
          The undersigned hereby acknowledges receipt of the Notice of             
Annual Meeting of Shareholders and the  related Proxy Statement dated    Proposal to amend the Certificate of Incorporation of the Company to change 
May 7, 2007.        the name of the Company to PervasipCorp.         
 
                                                                                             For   Against   Abstain
            PROPOSAL 4:                                                                 ¨   ¨    ¨
 
            Increase Authorized Shares of         
            Capital Stock:         
 
            Proposal to amend the Certificate of Incorporation of the Company to increase 
            the total number of shares of capital stock the Company is authorized to issue. 
 
                                                                                             For   Against   Abstain
            PROPOSAL 5:                                                                                      ¨   ¨   ¨
 
            Change Par Value:         
 
            Proposal to amend the Certificate of Incorporation of the Company to change 
Please be sure to sign and date      the par value of shares of our Capital Stock from $.10 per share to $.001 per 
this Proxy in the box below.      Date:    share.         
           
                                                                                         For   Against   Abstain
        PROPOSAL 6:                                                                 ¨   ¨   ¨
 
            Independent Auditors:         
 
            Ratification of the appointment of Nussbaum Yates & Wolpow, P.C. as the 
            independent auditors of the Company for the fiscal year ending November 30, 
            2007         
Shareholder sign above Co-holder (if any) sign above             
 
eLEC COMMUNICATIONS CORP.
    Please sign exactly as your name appears on this proxy card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or 
    corporation, please sign in full corporate name by president or other authorized person. If a partnership, please sign in partnership name by authorized person.   
 
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY