EXHIBIT 99.3
FORM OF AGREEMENT TO DEFER VESTING FOR ONE YEAR
AGREEMENT
Agreement dated March 13, 2000 by and between ______________ ("Option
Holder") and Laser Xxxx.Xxx, Inc. (the "Company").
Option Holder is the holder of options to purchase ___ shares of the
Company's Common Stock pursuant to options granted ______ (the "Options").
For good and valuable consideration, the receipt of which is hereby
acknowledged, the Option Holder agrees with the Company to amend the Options as
follows:
Notwithstanding any provision of the Options, the Option Holder agrees that
the vesting of the Options will not accelerate immediately as a result of the
merger of the Company with and into a subsidiary of Covad Communications Group,
Inc. (the "Merger"). All the Options will vest upon the one year anniversary of
the closing of the Merger unless the Option Holder's employment has been
terminated during such period (i) for Cause (as defined below) or (ii) upon the
resignation by Option Holder, other than upon death, Disability (as defined in
the Option Holder's Employment and Noncompetition Agreement dated March 10, 2000
between the Company and Option Holder (the "Employment Agreement")), a change in
location of Option Holder's employment beyond the 50 mile radius of the current
location of the Company or material diminution in Option Holder's duties with
the Company. THE PARTIES AGREE THAT THE FOREGOING PROVISIONS WILL NOT OTHERWISE
AFFECT THE VESTING OF THE OPTIONS AND EXCEPT AS SPECIFICALLY PROVIDED HEREIN THE
OPTIONS WILL CONTINUE TO VEST IN ACCORDANCE WITH THEIR CURRENT SCHEDULE(S).
"Cause" shall mean (1) Option Holder's refusal to perform Option Holder's
duties under his Employment Agreement, other than as a result of total or
partial incapacity due to
physical or mental illness for a period of 30 days following written notice
by the Company to Option Holder of such refusal, (2) any act or act on Option
Holder's part constituting (A) a felony under the laws of the United States or
any state thereof, (B) dishonesty in the performance of the Option Holder's
duties under the Employment Agreement, (C) a misdemeanor involving moral
turpitude, or (D) willful malfeasance or willful misconduct in connection with
the Option Holder's duties under the Employment Agreement which in the case of
clauses A, B, C or D has a material adverse impact on the financial condition of
Covad Communications Group, Inc. or (2) the Option Holder's material breach of
the provisions of Section 9 of his Employment Agreement.
Option Holder hereby acknowledges that as a result of the Merger, his
Options will entitle him to receive the merger consideration to be received in
the Merger which consists of Covad Communications Group, Inc. Common Stock, 10%
of which is subject to the escrow provisions set forth in the Agreement and Plan
of Merger, dated as of March 8, 2000, among Covad Communications Group, Inc.,
Lightsaber Acquisition Co. and Laser Xxxx.Xxx, Inc., and the exhibits attached
thereto.
Agreed to as of the date indicated above.
OPTION HOLDER
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LASER XXXX.XXX, INC.
By:__________________________________