EX-10.2



 






EXHIBIT 10.2




US LEC CORP.




AMENDMENT TO

NON-QUALIFIED STOCK OPTION AGREEMENT




     THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (“NQ Agreement”), effective as of the
11th day of March, 2005, is issued under and subject to the provisions of the US LEC Corp. 1998
Omnibus Stock Plan (the “Plan”) as amended, and is between US LEC Corp., a Delaware corporation,
and its subsidiaries (collectively, the “Company”), and MICHAEL K. ROBINSON, an employee of the
Company (the “Optionee”):



     Whereas the Optionee is the holder of fully vested options to acquire 175,740 shares of the
Class A common stock of the Company at an exercise price of $4.06 per share pursuant to a
Non-Qualified Stock Option Agreement dated as of August 1, 2003, and fully vested options to
acquire 56,250 shares of Class A common stock of the Company at an exercise price of $3.41 per
share pursuant to a Non-Qualified Stock Option Agreement dated as of June 1, 2003, all of which
would otherwise expire three months after the Optionee’s resignation as an employee of the Company.



     1. Notwithstanding the provisions of paragraph 8(c) of the NQ Agreement, the parties
acknowledge that Optionee has resigned from his employment with the Company in order to accept a
position as an officer and director of Broadview Networks Holdings, Inc. (and its subsidiaries and
affiliates), a CLEC currently operating in, among other areas, portions of New York, New Jersey and
Pennsylvania, which are within the geographic area in which the Company conducts business. The
parties agree that Optionee’s employment as an officer and director of Broadview, or any
subsidiary, affiliate or successor-in-interest thereof, does not violate any provision of his NQ
Agreement, and will not violate the NQ Agreement unless he violates the restrictions set forth in
Section 2 of this amendment (which modifies Paragraph 5 of the NQ Agreement).



     2. Paragraph 5 of the NQ Agreement is amended to provide that the time within which Optionee
can exercise vested options as to unpurchased shares shall be extended from three (3) months from
the date of Optionee’s resignation as an employee to two (2) years from such date; provided,
however, that Optionee’s right to exercise the Option on unpurchased shares for such extended
period of time shall, at the discretion of the Company, expire immediately in the event that
Optionee violates any of the provisions of either paragraphs 8 or 9 of the NQ Agreement by: (a)
soliciting any entity known by Optionee to be a Customer of the Company as of the date hereof to
terminate any products or services it purchases or receives from the Company in order to purchase
such products or services from an entity that Optionee is an employee of, or (b) soliciting any
person known by the Optionee to be a manager or officer of the Company as of the date hereof to
discontinue or terminate their employment with the Company in order to become a manager or officer
of an entity that Optionee is an employee of; or (c) using or disclosing any confidential,
non-public information or trade secrets of the Company (except such disclosure as may be required
by applicable law, regulation, or order); or (d) disparaging the Company in any forum or by any
means.



     3. In order to give effect to the provisions for the forfeiture of options, paragraphs 8(a)
and 8(b) of the ISQ Agreement are amended to provide that the period of time within which Optionee
covenants not to solicit the Company’s customers or solicit for hire any director or officer of the
Company shall be extended from twelve (12) months to two (2) years from the date of Optionee’s
resignation as an employee.



     4. In order to give effect to the provisions for forfeiture of options, the Optionee covenants
that he will not disclose any confidential information in violation of paragraph 9 nor will he
disparage the



 









 




Company in any forum or by any means for a period of two years from the date of the
Optionee’s resignation as an employee.




     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Incentive Stock Option
Agreement effective as of the day and year first above written.



	 	 	 
	 

	 	US LEC CORP.
	 	 	 
	 

	 	By: /s/ Aaron D. Cowell, Jr.
	 

	 	           Aaron D. Cowell, Jr.

           President and CEO
	 	 	 
	 	 	 
	WITNESS:

	 	OPTIONEE:
	 	 	 
	By: /s/

	 	By: /s/ Michael K. Robinson

           Michael K. Robinson