exv10w6



 







Exhibit 10.6




COVAD COMMUNICATIONS GROUP, INC.

2007 EQUITY INCENTIVE PLAN




NOTICE OF STOCK APPRECIATION RIGHT AWARD

GRANT NUMBER:                     




     The terms defined in the Company’s 2007 Equity Incentive Plan (the “Plan”) shall have the same
meanings in this Notice of Stock Appreciation Right Award (“Notice of Grant”).



	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 






     You (“Participant”) have been granted an award of Stock Appreciation Rights (“SARs”), subject
to the terms and conditions of the Plan and the attached Stock Appreciation Right Award Agreement
(hereinafter “SAR Agreement”) to the Plan (available in hard copy by request), as follows:



	 	 	 	 	 	 	 
	 

	 	Number of SARs:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Maximum Number of Shares Issuable:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date of Grant:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Fair Market Value of a Share on Date of Grant:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	First Vesting Date:
	 	[
	]
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Expiration Date:	 	The date on which settlement of all SARs granted hereunder occurs, with
earlier expiration upon the Termination Date






     [Vesting Schedule: The SARs will vest as follows:                                                       
      ,
subject to your continued service as an employee, director or consultant of the
Company.]


Participant understands that his or her employment or consulting relationship with the Company is
for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing
in this Notice of Grant, the SAR Agreement or the Plan changes the at-will nature of that
relationship. Participant acknowledges that the vesting of the SARs pursuant to this Notice of
Grant is earned only by continuing service as an employee, director or consultant of the Company.
Participant also understands that this Notice of Grant is subject to the terms and conditions of
both the SAR Agreement and the Plan, both of which are incorporated herein by reference.
Participant has read both the SAR Agreement and the Plan.




	 	 	 	 	 	 	 
	PARTICIPANT	 	COVAD COMMUNICATIONS GROUP, INC.
	 
	 	 	 	 	 	 
	Signature:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name:

	 	 	 	Its:	 	 
	 

	 	 
	 	 	 	 





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COVAD COMMUNICATIONS GROUP, INC.

STOCK APPRECIATION RIGHT AWARD AGREEMENT TO THE

COVAD COMMUNICATIONS GROUP, INC. 2007 EQUITY INCENTIVE PLAN




     Unless otherwise defined herein, the terms defined in the Company’s 2007 Equity Incentive Plan
(the “Plan”) shall have the same defined meanings in this Stock Appreciation Right Award Agreement
(the “Agreement”).



     You have been granted Stock Appreciation Rights (“SARs”) subject to the terms and conditions
of the Plan, the Notice of Stock Appreciation Rights Award (“Notice of Grant”) and this Agreement.


1. Settlement. Settlement of SARs shall be made within 30 days following the
applicable date of vesting under the vesting schedule set forth in the Notice of Grant. Settlement
of SARs shall be in Shares, except no fractional shares will be issued in settlement of SARs. Any
amounts attributable to a fractional share will be settled in cash.



2. No Stockholder Rights. Unless and until such time as Shares are issued in
settlement of SARs, Participant shall have no ownership of the Shares allocated to the SARs and
shall have no right to vote such Shares, subject to the terms, conditions and restrictions
described in the Plan and herein.



3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall
not be credited to Participant.



4. No Transfer. The SARs and any interest therein shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of.



5. Termination. If Participant’s continuous employment with the Company or any
of its subsidiaries shall terminate for any reason, all unvested SARs shall be forfeited to the
Company forthwith, and all rights of Participant to such SARs shall immediately terminate. Vested
SARs shall be treated in accordance with Section 5 of the plan regarding exercisability of vested
options. In case of any dispute as to whether Termination has occurred, the Committee shall have
sole discretion to determine whether such Termination has occurred and the effective date of such
Termination.



6. Acknowledgement. The Company and Participant agree that the SARs are granted
under and governed by the Notice of Grant, this Agreement and by the provisions of the Plan
(incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the Plan
and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with
their provisions, and (iii) hereby accepts the SARs subject to all of the terms and conditions set
forth herein and those set forth in the Plan and the Notice of Grant.



7. Tax Consequences. Participant acknowledges that there will be tax
consequences upon settlement of the SARs or disposition of the Shares, if any, received in
connection therewith, and Participant should consult a tax adviser prior to such settlement or
disposition. Applicable withholding taxes shall be satisfied by the Company by withholding the
applicable number of Shares otherwise deliverable upon settlement of the SAR in accordance with
rules and procedures established by the Committee. There is no tax event upon granting of an SAR.
Upon settlement of the SAR, Participant will include in income the fair market value of the Shares
subject to the Shares payable in accordance with settlement of the SAR. The included amount will
be treated as ordinary income by Participant and will be subject to withholding by the Company.
Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as
short-term or long-term capital gain or loss, depending on whether the Shares are held greater than
one year from the date of settlement.



8. Compliance with Laws and Regulations. The issuance of Shares will be subject
to and conditioned upon compliance by the Company and Participant with all applicable state and
federal laws and regulations and




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with all applicable requirements of any stock exchange or automated quotation system on which the
Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.



9. Successors and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon Participant and Participant’s heirs, executors, administrators, legal
representatives, successors and assigns.



10. Governing Law; Severability. The Plan and Notice of Grant are incorporated
herein by reference. The Plan, the Notice of Grant and this Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject
matter hereof. This Agreement is governed by Delaware law except for that body of law pertaining
to conflict of laws. If any provision of this Agreement is determined by a court of law to be
illegal or unenforceable, then such provision will be enforced to the maximum extent possible and
the other provisions will remain fully effective and enforceable.



11. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the
Company, to terminate Purchaser’s employment, for any reason, with or without cause.




     By your signature and the signature of the Company’s representative on the Notice of Grant,
Participant and the Company agree that this SAR is granted under and governed by the terms and
conditions of the Plan, the Notice of Grant and this Agreement. Participant has reviewed the Plan,
the Notice of Grant and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement, and fully understands all provisions of the
Plan, the Notice of Grant and this Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions relating
to the Plan, the Notice of Grant and this Agreement. Participant further agrees to notify the
Company upon any change in Participant’s residence address.




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