exv10w1



 






Exhibit 10.1




     December 14, 2005



     Dear Pat:



     Covad Communications Group, Inc. (“Covad”) hereby confirms to you that your employment shall
terminate on January 6, 2006 (the “Employment Termination Date”). Effective as of the date above,
and ending on the Employment Termination Date, you shall be a non-officer employee of Covad. You
are no longer authorized to incur any expenses on behalf of Covad, unless they are reimbursable in
accordance with Covad’s normal expense reimbursement policies. Your current salary and benefits
remain unchanged.



     We are pleased to offer to engage you as a consultant to Covad for the period commencing from
the Employment Termination Date through March 1, 2007 (the “Consulting Period”) serving as a full
member of Covad’s Board of Advisors. We are also pleased to offer to engage you for additional
consulting services on the terms set forth on the attached Addendum A.



     With respect to termination of your employment, provided you satisfy the applicable
eligibility requirements set forth in Section 3 of Covad’s Executive Severance Plan, Covad shall
provide you with the benefits provided under Section 5 of Covad’s Executive Severance Plan.



     Any Covad stock option held by you as of the Employment Termination Date shall continue to
vest and remain exercisable in accordance with the provisions of the applicable stock option
agreement(s) (the “Stock Option(s)”) and unless otherwise agreed in writing, continued vesting and
exercisability of the Stock Option(s) shall be your sole compensation from Covad for the consulting
services you provide during the Consulting Period.



     You will not be entitled to any other benefits from Covad other than those provided by Covad’s
Executive Severance Plan and the Stock Option(s) and the compensation for the additional consulting
services as set forth on the attached Addendum A.



     You remain bound by the terms of that certain Proprietary Information and Inventions Agreement
(“Confidentiality Agreement”) previously executed by you.



     The terms set forth herein represent our entire agreement with respect to the matters covered
herein and supersedes all prior negotiations and agreements, whether written or oral with the
exception of the Confidentiality Agreement, Covad’s Executive Severance Plan, and the Stock
Option(s). No modification shall be effective unless in a written document executed by you and
Covad.



 









 





     Following the Employment Termination Date, it is the express intent of the parties that you
will be an independent contractor, and not an employee, agent, representative, joint venturer or
partner of Covad. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Covad and you. After the Employment
Termination Date, you are not authorized to represent yourself as an employee, agent,
representative, joint venturer or partner of Covad or to enter into any contracts, leases,
agreements or other binding commitments on behalf of Covad. Both parties acknowledge that after
the Employment Termination Date you will not be an employee for state or federal tax purposes or
for purposes of unemployment insurance or other requirement of federal or state employment law.
After the Employment Termination Date, you retain the right to perform the same or similar services
for others during the term of this Agreement, so long as you do not utilize information or
materials that are the property of Covad. Covad also retains the right to enter into similar
contracts for the same or similar services with other individuals.



     If you accept our offer to engage your services as a consultant, then please sign and return
this letter to us at your earliest convenience.



Covad Communications Group, Inc.:





	 	 	 
	/s/ Charles Hoffman
 
 By:
Charles Hoffman

	Title: President and Chief Executive Officer







     I am pleased to accept the offer to provide consulting services on the terms set forth herein
and on the attached Addendum A.



EXECUTIVE:




	 	 	 
	/s/ Patrick Bennett
 


	 	 
	Signature
	 	 
	 
	 	 
	Patrick Bennett
 


	 	  
	Name
	 	 






Date: December 14, 2005





2









 








ADDENDUM A




Additional Consulting Services



Under the direction of the CEO, the contractor will provide:





	•	 	Consulting and mentoring services to all Covad Officers and Executive employees with
an initial focus on Sales and/or Marketing
	 
	•	 	Consult on wireless technology and business application for future and long range
perspective
	 
	•	 	Attend weekly CEO Results meetings and assist with projects as assigned by the CEO




These consulting services will be provided by you from January 7, 2006 until June 30, 2006. For
these services you will be paid a monthly flat rate of $25,000. As an independent contractor you
will be responsible for withholding and timely remitting taxes from these payments. Covad or
Executive may terminate provision of these services and payment therefor at any time.