exv10w3



 






As approved by Board of Directors

April 26, 2007






Exhibit 10.3




COVAD COMMUNICATIONS GROUP, INC.

2007 EQUITY INCENTIVE PLAN




NOTICE OF RESTRICTED STOCK AWARD

GRANT NUMBER:                     




     You have been granted an award of Restricted Shares of Common Stock of Covad Communications
Group, Inc. (the “Company”) under the Company’s 2007 Equity Incentive Plan (the “Plan”) on the
following terms:



	 	 	 	 	 	 	 
	1. Name of Grantee:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	2. Total Number of Restricted Shares Awarded:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	3. Fair Market Value per Restricted Share:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4. Total Fair Market Value of Award:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	5. Purchase Price per Restricted Share:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	6. Total Purchase Price for all Restricted Shares:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	7. Date of Grant:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	8. Vesting Commencement Date
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	9. Vesting Schedule: [Subject to your continued service as an
employee, director or consultant of the Company,
                .]






     By your signature and the signature of the Company’s representative below, you and the Company
agree that the Award of Restricted Shares is governed by the terms and conditions of the Plan and
the Restricted Share Agreement (together with this notice the “Restricted Stock Purchase
Agreement”), which is attached hereto. If the Restricted Stock Purchase Agreement is not executed
by you within thirty (30) days of the Date of Grant above, then this grant shall be void.



	 	 	 	 	 	 	 
	COVAD COMMUNICATIONS GROUP, INC.	 	RECIPIENT:
	 
	 	 	 	 	 	 
	By:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Its:

	 	 	 	Please Print Name	 	 
	 

	 	 
	 	 	 	 





 









 






As approved by Board of Directors

April 26, 2007




COVAD COMMUNICATIONS GROUP, INC.




2007 Equity Incentive Plan




RESTRICTED SHARE AGREEMENT




     THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is made as of                     , 20___by
and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and
                                                             (“Participant”) pursuant to the Company’s 2007 Equity Incentive
Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they
shall have the meaning ascribed to them in the Plan.



     1. Sale of Stock. Subject to the terms and conditions of this Agreement, on
the Purchase Date (as defined below) the Company will issue and sell to Participant, and
Participant agrees to purchase from the Company the number of Shares shown on the Notice of
Restricted Stock Award at a purchase price of $                     per Share. The per Share purchase price of
the Shares shall be not less than the par value of the Shares as of the date of the offer of such
Shares to the Participant. The term “Shares” refers to the purchased Shares and all securities
received in replacement of or in connection with the Shares pursuant to stock dividends or splits,
all securities received in replacement of the Shares in a recapitalization, merger, reorganization,
exchange or the like, and all new, substituted or additional securities or other properties to
which Participant is entitled by reason of Participant’s ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously with the execution
of this Agreement by the parties, or on such other date as the Company and Participant shall agree
(the “Purchase Date”). On the Purchase Date, the Company will issue in Participant’s name a stock
certificate representing the Shares to be purchased by Participant against payment of the purchase
price therefor by Participant by (a) check made payable to the Company, (b) cancellation of
indebtedness of the Company to Participant, (c) Participant’s personal services that the Committee
has determined have already been rendered to the Company and have a value not less than aggregate
par value of the Shares to be issued Participant, or (d) a combination of the foregoing.



     3. Restrictions on Resale. By signing this Agreement, Participant agrees
not to sell any Shares acquired pursuant to the Plan and this Agreement at a time when applicable
laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This
restriction will apply as long as Participant is providing Service to the Company or a Subsidiary
of the Company.



          3.1 Repurchase Right on Termination Other Than for Cause. For the purposes
of this Agreement, a “Repurchase Event” shall mean an occurrence of one of:




               (i) termination of Participant’s service, whether voluntary or involuntary and with
or without cause;



               (ii) resignation, retirement or death of Participant; or



               (iii) any attempted transfer by Participant of the Shares, or any interest therein,
in violation of this Agreement.



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As approved by Board of Directors

April 26, 2007



Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation)
to purchase the Shares of Participant at a price equal to the Price (the “Repurchase Right”). The
Repurchase Right shall lapse in accordance with the vesting schedule set forth in the Notice of
Restricted Stock Award. For purposes of this Agreement, “Unvested Shares” means Stock pursuant to
which the Company’s Repurchase Right has not lapsed.




          3.2 Exercise of Repurchase Right. Unless the Company provides written
notice to Participant within 90 days from the date of termination of Participant’s employment or
consulting relationship that the Company does not intend to exercise its Repurchase Right with
respect to some or all of the Unvested Shares, the Repurchase Right shall be deemed automatically
exercised by the Company as of the 90th day following such termination, provided that the Company
may notify Participant that it is exercising its Repurchase Right as of a date prior to such 90th
day. Unless Participant is otherwise notified by the Company pursuant to the preceding sentence
that the Company does not intend to exercise its Repurchase Right as to some or all of the Unvested
Shares, execution of this Agreement by Participant constitutes written notice to Participant of the
Company’s intention to exercise its Repurchase Right with respect to all Unvested Shares to which
such Repurchase Right applies at the time of Termination of Participant. The Company, at its
choice, may satisfy its payment obligation to Participant with respect to exercise of the
Repurchase Right by either (A) delivering a check to Participant in the amount of the purchase
price for the Unvested Shares being repurchased, or (B) in the event Participant is indebted to the
Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested
Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and
cancellation of indebtedness equals such purchase price. In the event of any deemed automatic
exercise of the Repurchase Right by canceling an amount of such indebtedness equal to the purchase
price for the Unvested Shares being repurchased, such cancellation of indebtedness shall be deemed
automatically to occur as of the 90th day following termination of Participant’s employment or
consulting relationship unless the Company otherwise satisfies its payment obligations. As a
result of any repurchase of Unvested Shares pursuant to the Repurchase Right, the Company shall
become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all
rights and interest therein or related thereto, and the Company shall have the right to transfer to
its own name the number of Unvested Shares being repurchased by the Company, without further action
by Participant.




          3.3 Acceptance of Restrictions. Acceptance of the Shares shall constitute
Participant’s agreement to such restrictions and the legending of his or her certificates with
respect thereto. Notwithstanding such restrictions, however, so long as Participant is the holder
of the Shares, or any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a stockholder with respect thereto.




          3.4 Non-Transferability of Unvested Shares. In addition to any other
limitation on transfer created by applicable securities laws or any other agreement between the
Company and Participant, Participant may not transfer any Unvested Shares, or any interest therein,
unless consented to in writing by a duly authorized representative of the Company. Any purported
transfer is void and of no effect, and no purported transferee thereof will be recognized as a
holder of the Unvested Shares for any purpose whatsoever. Should such a transfer purport to occur,
the Company may refuse to carry out the transfer on its books, set aside the transfer, or exercise
any other legal or equitable remedy. In the event the Company consents to a transfer of Unvested
Shares, all transferees of Shares or any interest therein will receive and hold such Shares or
interest subject to the provisions of this Agreement, including, insofar as applicable, the
Repurchase Right. In the event of any purchase by the Company hereunder where the Shares or
interest are held by a transferee, the transferee shall be obligated, if requested by the Company,
to transfer the Shares or interest to the Participant for consideration equal to the amount to be
paid by the Company hereunder. In the event the Repurchase Right is deemed exercised by the
Company, the Company may deem any transferee to have transferred the Shares or interest to
Participant




2









 






As approved by Board of Directors

April 26, 2007





prior to their purchase by the Company, and payment of the purchase price by the Company to
such transferee shall be deemed to satisfy Participant’s obligation to pay such transferee for such
Shares or interest, and also to satisfy the Company’s obligation to pay Participant for such Shares
or interest.




          3.5 Assignment. The Repurchase Right may be assigned by the Company in
whole or in part to any persons or organization.




     4. Restrictive Legends and Stop Transfer Orders.



          4.1 Legends. The certificate or certificates representing the Shares shall
bear the following legend (as well as any legends required by applicable state and federal
corporate and securities laws):





THE SHARE REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND
THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.



          4.2 Stop-Transfer Notices. Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.




          4.3 Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as the owner or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.




     5. 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 Participant’s employment, for any reason, with or without
cause.



     6. Miscellaneous.



          6.1 Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law.




          6.2 The Plan and Other Agreements; Enforcement of Rights. The text of the
Plan and the Notice of Restricted Stock Award to which this Agreement is attached are incorporated
into this Agreement by reference. This Agreement, the Plan and the Notice of Restricted Stock Award
to which this Agreement is attached constitute the entire agreement and understanding of the
parties relating to the subject matter herein and supersede all prior discussions between them. Any
prior agreements, commitments or negotiations concerning the purchase of the Restricted Shares
hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, shall be effective unless in writing and signed by the parties to this
Agreement. The failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party.




          6.3 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the




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As approved by Board of Directors

April 26, 2007





event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i)such provision shall be excluded from this Agreement, (ii) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this
Agreement shall be enforceable in accordance with its terms.




          6.4 Construction. This Agreement is the result of negotiations between and
has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly,
this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity
shall be construed in favor of or against any one of the parties hereto.




          6.5 Notices. Any notice to be given under the terms of the Plan shall be
addressed to the Company in care or its principal office, and any notice to be given to the
Participant shall be addressed to such Participant at the address maintained by the Company for
such person or at such other address as the Participant may specify in writing to the Company.




          6.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall he deemed an original and all of which together shall constitute
one instrument.




          6.7 Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of., and be enforceable by, the Company’s successors and assigns.
The rights and obligations of Participant under this Agreement may only be assigned with the prior
written consent of the Company.




          6.8 U.S. Tax Consequences. Upon vesting of Shares, Participant will include
in taxable income the difference between the fair market value of the vesting Shares, as determined
on the date of their vesting, and the price paid for the Shares. This will be treated as ordinary
income by Participant and will be subject to withholding by the Company when required by applicable
law. In the absence of an Election (defined below) the Company shall withhold a number of vesting
Shares with a fair market value (determined on the date of their vesting) equal to the amount the
Company is required to withhold for income and employment taxes. If Participant makes an Election,
then Participant must, prior to making the Election, pay in cash (or check) to the Company an
amount equal to the amount the Company is required to withhold for income and employment taxes.




     7. Section 83(b) Election. Participant hereby acknowledges that he or she
has been informed that, with respect to the purchase of the Shares, an election may be filed by the
Participant with the Internal Revenue Service, within 30 days of the purchase of the Shares,
electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the
purchase price of the Shares and their Fair Market Value on the date of purchase (the “Election”).
Making the Election will result in recognition of taxable income to the Participant on the date of
purchase, measured by the excess, if any, of the Fair Market Value of the Shares over the purchase
price for the Shares. Absent such an Election, taxable income will be measured and recognized by
Participant at the time or times on which the Company’s Repurchase Right lapses. Participant is
strongly encouraged to seek the advice of his or her own tax consultants in connection with the
purchase of the Shares and the advisability of filing of the Election. PARTICIPANT ACKNOWLEDGES
THAT IT IS SOLELY PARTICIPANT’S RESPONSIBILITY, AND NOT THE COMPANY’S RESPONSIBILITY, TO TIMELY
FILE THE



4









 






As approved by Board of Directors

April 26, 2007



ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY, OR ITS
REPRESENTATIVE, TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.




     The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 
	 	 	COVAD COMMUNICATIONS GROUP, INC.
	 
	 	 	 	 
	 

	 	By:
	 

	 	 

	 
	 	 	 	 
	 

	 	Its:
	 

	 	 

	 
	 	 	 	 
	 	 	RECIPIENT:
	 
	 	 	 	 
	 

	 	Signature
	 

	 	 

	 
	 	 	 	 
	 

	 	Please Print Name
	 

	 	 






5









 






As approved by Board of Directors

April 26, 2007




RECEIPT




     Covad Communications Group, Inc. hereby acknowledges receipt of (check as applicable):



o A check in the amount of $                                        




o The cancellation of indebtedness in the amount of $                                        



given by                                          as consideration for Certificate No. -                     for
                                        
shares of Common Stock of Covad Communications Group, Inc.




Dated:                                         




	 	 	 	 	 
	 	 	COVAD COMMUNICATIONS GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 





 









 






As approved by Board of Directors

April 26, 2007




RECEIPT AND CONSENT




     The undersigned Participant hereby acknowledges receipt of a photocopy of Certificate No.
-                     for
                              shares of Common Stock of Covad Communications Group, Inc. (the
“Company”)



     The undersigned further acknowledges that the Secretary of the Company, or his or her
designee, is acting as escrow holder pursuant to the Restricted Shares Agreement that Participant
has previously entered into with the Company. As escrow holder, the Secretary of the Company, or
his or her designee, holds the original of the aforementioned certificate issued in the
undersigned’s name. To facilitate any transfer of Shares to the Company pursuant to the Restricted
Shares Agreement, Participant has executed the attached Assignment Separate from Certificate.



Dated:                                         , 20____




	 	 	 	 	 
	Signature
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Please Print Name
	 	 	 	 
	 

	 	 

	 	 






 









 






As approved by Board of Directors

April 26, 2007




STOCK POWER AND ASSIGNMENT

SEPARATE FROM STOCK CERTIFICATE




     FOR VALUE RECEIVED and pursuant to that certain Restricted Share Agreement dated as of
                                        , ___, [COMPLETE AT THE TIME OF PURCHASE] (the “Agreement”), the undersigned
Participant hereby sells, assigns and transfers unto                                         ,                      shares
of the Common Stock $0.001, par value per share, of Covad Communications Group, Inc., a Delaware
corporation (the “Company”), standing in the undersigned’s name on the books of the Company
represented by Certificate No(s). ___[COMPLETE AT THE TIME OF PURCHASE] delivered herewith,
and does hereby irrevocably constitute and appoint the Secretary of the Company as the
undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the
books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY
EXHIBITS THERETO.



Dated:                                         , ___




	 	 	 
	 

	 	PARTICIPANT
	 
	 	 
	 

	 	 
	 

	 	(Signature)
	 
	 	 
	 

	 	 
	 

	 	(Please Print Name)





Instructions to Participant: Please do not fill in any blanks other than the signature
line. The purpose of this document is to enable the Company and/or its assignee(s) to acquire the
shares upon exercise of its “Repurchase Right” set forth in the Agreement without requiring
additional action by the Participant.