exv10w2



 




EXHIBIT 10.2




     December 14, 2005



     Dear Andy:



     Covad Communications Group, Inc. (“Covad”) hereby confirms to you that your employment shall
terminate on February 28, 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.



     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).



     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 CEO
	 	 





Date: December 14, 2005




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


EXECUTIVE:




	 	 	 
	/s/ Andrew Lockwood
 

Signature

	 	 
	 
	 	 
	Andrew Lockwood
 

Name

	 	 





Date: December 14, 2005