RESTRICTED STOCK AGREEMENT pursuant to the RCN CORPORATION
pursuant
to the
RCN
CORPORATION
2005
STOCK COMPENSATION PLAN
*
* * * *
Grantee:
Grant
Date:
Number
of Shares of Restricted Stock Granted:
*
* * *
*
THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”),
dated
as of February 28, 2007, is entered into by and between RCN Corporation (the
“Company”),
and
the Grantee specified above, pursuant to the RCN Corporation 2005 Stock
Compensation Plan as in effect and as amended from time to time (the
“Plan”);
and
WHEREAS,
it has been determined under the Plan that it would be in the best interests
of
the Company to grant the Restricted Stock provided herein to the
Grantee.
NOW,
THEREFORE, in consideration of the mutual covenants and premises hereinafter
set
forth and for other good and valuable consideration, the parties hereto hereby
mutually covenant and agree as follows:
1. Incorporation
By Reference; Plan Document Receipt.
This
Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time
and
from time to time unless such amendments are expressly intended not to apply
to
the grant of Restricted Stock hereunder), all of which terms and provisions
are
made a part of and incorporated in this Agreement as if they were each expressly
set forth herein. Any capitalized term not defined in this Agreement shall
have
the same meaning as is ascribed thereto under the Plan. The Grantee hereby
acknowledges receipt of a true and complete copy of the Plan and that the
Grantee has read the Plan carefully and fully understands its content. In
the
event of any conflict between the terms of this Agreement and the terms of
the
Plan, the terms of the Plan shall control.
2. Grant
of Restricted Stock.
The
Company hereby grants to the Grantee, as of the Grant Date specified above,
the
number of shares of Restricted Stock specified above. Except as otherwise
provided by Section 10.13 of the Plan, the Grantee agrees and understands
that
nothing contained in this Agreement provides, or is intended to provide,
the
Grantee with any protection against potential future dilution of the Grantee’s
stockholder interest in the Company for any reason. One or more stock
certificates evidencing the Restricted Stock shall be issued in the name
of the
Grantee but shall be held in escrow by the Company until the Restricted Stock
has become vested and unrestricted. All such stock certificates shall bear
the
following legend, along with such other legends that the Board or the Committee
shall deem necessary and appropriate or which are otherwise required or
indicated pursuant to any applicable stockholders agreement:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING
AND
OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN
THE
ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED
AT
THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES
OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE
FORFEITURE OF THE SHARES.
3. Vesting.
Subject
to Section 8, all of the shares of Restricted Stock subject to this grant
shall
become unrestricted and vested in accordance with Exhibit A hereto.
4. Termination.
Subject
to the terms of Paragraph 3 and Exhibit A, if the Grantee’s employment with the
Company and/or one of its Subsidiaries terminates for any reason prior to
the
vesting of all or any portion of the Restricted Stock awarded under this
Agreement, such Restricted Stock shall immediately be cancelled and the Grantee
(and the Grantee’s estate, designated beneficiary or other legal representative)
shall forfeit any rights or interests in and with respect to any such Restricted
Stock. The Board or the Committee, in its sole discretion, may determine,
prior
to or within ninety (90) days after the date of any such termination, that
all
or a portion of any the Grantee’s unvested Restricted Stock shall not be so
cancelled and forfeited.
5. Dividends.
Any
dividends paid on shares of Restricted Stock shall be held by the Company
on the
Grantee’s behalf subject to the same terms and conditions applicable to the
related shares of Restricted Stock, it being understood that such dividends
will
be forfeited if the Grantee forfeits the related shares of Restricted Stock.
6. Delivery
of Restricted Stock.
Subject
to Section 6.5 of the Plan, if the Restricted Stock awarded by this Agreement
becomes vested, the Grantee shall be entitled to receive unrestricted
Shares.
7. Non-transferability.
The
Restricted Stock, and any rights or interests with respect thereto, issued
under
this Agreement and the Plan shall not, prior to vesting, be sold, exchanged,
transferred, assigned or otherwise disposed of in any way at any time by
the
Grantee (or any beneficiary(ies) of the Grantee), other than by testamentary
disposition by the Grantee or the laws of descent and distribution. Any such
Restricted Stock, and any rights and interests with respect thereto, shall
not,
prior to vesting, be pledged, encumbered or otherwise hypothecated in any
way at
any time by the Grantee (or any beneficiary(ies) of the Grantee) and shall
not,
prior to vesting, be subject to execution, attachment or similar legal process.
Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise
dispose of or hypothecate the Restricted Stock, or the levy of any execution,
attachment or similar legal process upon the Restricted Stock, contrary to
the
terms of this Agreement and/or the Plan shall be null and void and without
legal
force or effect. Prior to vesting, the Restricted Stock, and any rights and
interests with respect thereto, issued under this Agreement shall be held
by the
Company as escrow agent.
2
14. Binding
Agreement; Assignment.
This
Agreement shall inure to the benefit of, be binding upon, and be enforceable
by
the Company and its successors and assigns. The Grantee shall not assign
any
part of this Agreement without the prior express written consent of the
Company.
15. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which shall constitute one and the same
instrument.
16. Headings.
The
titles and headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of
this
Agreement.
17. Further
Assurances.
Each
party hereto shall do and perform (or shall cause to be done and performed)
all
such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as any party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this
Agreement and the Plan and the consummation of the transactions contemplated
thereunder.
18. Severability.
The
invalidity or unenforceability of any provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of
the
remainder of this Agreement in such jurisdiction or the validity, legality
or
enforceability of any provision of this Agreement in any other jurisdiction,
it
being intended that all rights and obligations of the parties hereunder shall
be
enforceable to the fullest extent permitted by law.
3
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its
duly authorized officer, and the Grantee has hereunto set his hand, all as
of
the Grant Date specified above.
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RCN
Corporation
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By:
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Xxxxx
X. Xxxxxx
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President
& Chief Executive Officer
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