Exhibit
10.12.2
US LEC Corp.
NON-QUALIFIED STOCK OPTION
AGREEMENT
(For a Director who is not an
Employee)
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (“ Option Agreement ”), dated
, is issued under and subject to the
provisions of the US LEC Corp. 1998 Omnibus Stock Plan as amended
(the “Plan”), and is between US LEC Corp., a Delaware
corporation (the “Company”), and
, a director of the Company (the “ Optionee
”):
1. Grant of Option . The
Company hereby grants to the Optionee, upon and subject to the
terms and conditions of the Plan, an option to purchase a total of
[
] shares of Class A Common stock of the Company (the “
Shares ”) at an exercise price of $
per share (the “ Option ”). The Option is
intended to be a non-qualified stock option –- that
is, it is not an incentive stock option described in section 422 of
the Internal Revenue Code (the “ Code ”) and
this Option Agreement shall be construed to implement that
intent.
2. Vesting of Option .
Subject to such limitations and restrictions as are provided in the
Plan and this Option Agreement, the Option shall vest and become
exercisable on the respective vest dates as set out in Exhibit A
attached hereto and incorporated by reference hereby, provided that
the Optionee shall be entitled to cumulate the vested shares and to
exercise the same, in whole or in part, after it vests and becomes
exercisable, at any time prior to the expiration or termination of
the term hereof. Notwithstanding the foregoing, if the Optionee
dies, the Option shall become fully vested and exercisable in
full.
3. Expiration Date . Subject
to the possibility of earlier termination as provided hereafter,
the Optionee’s rights under this Option Agreement shall
expire ten (10) years from the date hereof.
4. Rights upon Death . If the
Optionee dies before the Option has been exercised as to all vested
shares, the Option may be exercised with respect to the unpurchased
Shares by the Optionee’s estate or the person who acquired
the right to exercise the Option by bequest or inheritance by
reason of the death of the Optionee.
5. Rights upon Certain Events of
Resignation or Removal . If an Optionee resigns as a Director
for a reason other than a physician-certified physical or mental
condition which renders him unable to continue as a Director or is
removed by the stockholders for misconduct as a Director prior, in
either case, to completion of the Optionee’s then-current
term in office, and as of such date the Optionee has not exercised
this Option as to all of the Shares, the Option may be exercised by
the Optionee, to the extent vested under Section 2 as of the
date of resignation or removal from office as a Director, with
respect to the vested unpurchased Shares for a period of thirty
(30) days from the date of such resignation or removal of
Optionee from office as a Director. After expiration of the
thirty-day period following resignation or removal, the Option and
all rights thereunder (other than the Optionee’s right to
Shares theretofor purchased under the Option) shall terminate and
become null and void to the extent not exercised as to vested
Shares. If the Optionee dies within the thirty (30) day period
prior to exercise of the Option as to all vested Shares, the Option
may be exercised with respect to vested unpurchased Shares prior to
expiration of such period by the Optionee’s estate or by the
person who acquired the right to
1
exercise the Option by bequest or inheritance by
reason of the death of the Optionee with respect to vested
unpurchased Shares. Any other resignation or removal of Optionee
from office as a Director shall not affect Optionee’s rights
hereunder.
6. Method of Exercise . The
Option shall be exercised by the tender of cash, or, at the
discretion of the Committee, by delivery of shares of Common Stock
already owned by Optionee or a combin
