Exhibit 10.15
AGREEMENT
Reference is made to the Employment Agreement dated as of March 31,
1997, as amended (the "Employment Agreement") between Xxxxx Xxxxxxx
("Executive") and Lancit Media Entertainment, Ltd. ("Lancit").
Reference is made to the Agreement and Plan of Merger ("Merger
Agreement") between RCN Corporation ("RCN"), LME Acquisition Corporation
("LME") and Lancit.
Executive, Lancit, RCN, and LME (collectively, the "Parties") agree
that, contingent on the occurrence of the Effective Time, as defined in the
Merger Agreement, the following shall occur:
1. Effective upon the Effective Time, and subject to Item 2 hereof,
the Employment Agreement shall be terminated and the rights,
duties, and obligations of the Parties thereunder shall be
cancelled;
2. The Parties acknowledge that, upon and subject to the occurrence
of the Effective Time, Executive is entitled to receive $750,000
in cash pursuant to the terms of her Employment Agreement. RCN
agrees to grant and Executive agrees to accept, in lieu of such
cash amount and in complete satisfaction of any and all rights
under her Employment Agreement, as of the Effective Time, a grant
of shares of common stock of RCN registered under the Form S-8
covering RCN's 1997 Equity Incentive Plan and having a fair market
value based on RCN's closing price the day before the Effective
Time equal to $750,000 (the "Shares"). Immediately following the
Effective Time, RCN shall deliver to Executive the stock
certificates for the Shares which shall be freely transferable
subject to Rule 144, if applicable, and Rule 145 of the Securities
Act of 1933 and subject to no other terms and conditions.
Executive acknowledges that she is entering into this Agreement as an
inducement for RCN to enter into the Merger Agreement and that in the event
the Merger fails to occur, this Agreement shall be null and void.
Dated:
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XXXXX XXXXXXX
RCN CORPORATION
Dated: By:
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Name:
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Title:
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LANCIT MEDIA ENTERTAINMENT, LTD.
Dated: By:
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Name:
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Title:
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LME ACQUISITION CORPORATION
Dated: By:
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Name:
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Title:
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