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EXHIBIT 99.2
FORM OF
WAIVER AGREEMENT
WHEREAS, 21st Century Telecom Group, Inc., or its predecessors or
subsidiaries (collectively, the "Company") has granted stock options (the
"Options") to the undersigned ("Optionee") under one or more of the Company's
option plans or agreements (collectively, the "Plans"); and
WHEREAS, the Company has entered into an Agreement and Plan of Merger dated
as of December , 1999 among RCN CORPORATION, 21st HOLDING CORP., and 21st
CENTURY TELECOM GROUP, INC. (the "Merger Agreement"), which provides for the
conversion of the Options into stock options for RCN Corporation ("RCN") with
substantially the same terms and conditions as the existing options, subject to
adjustment of the number of shares and the option price; and
WHEREAS, the Company has amended or intends to amend the Plans as necessary
to eliminate (1) the acceleration of vesting of stock options on a "Change in
Control" of the Company (as defined in the Plan) and (2) the right to receive a
cash payment equal to the excess of the value of the option stock over the
option price on a "Change in Control" of the Company, both conditioned on the
closing of the transaction described in the Merger Agreement; and
WHEREAS, the effectiveness of the Plan amendments described above, as
applied to previously-granted Options, is subject to the consent of Optionee;
NOW, THEREFORE:
1. Optionee consents to the elimination of the accelerated vesting and/or
cash-out rights described above, as applied to the Options (and any
other options to acquire capital stock of the Company held by
Optionee), and agrees that;
(a) Upon the closing of the transaction described in the Merger
Agreement (the "Closing") the Options will be converted into options
for common stock of RCN Corporation, with the number of shares
subject to the Options and the option price adjusted in accordance
with the Merger Agreement.
(b) As of December 12, 1999, Optionee has previously been granted
Options to acquire common stock of the Company, which are
vested and unvested, as follows:
I II III
NAME OF PLAN NUMBER OF VESTED OPTIONS NUMBER OF UNVESTED OPTIONS
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(2) All of the Vested Options identified in Column II shall be unaffected,
and shall continue to be exercisable in accordance with the terms of
the grant of such Vested Options without regard to this Waiver
Agreement.
(3) Any Unvested Options which are not vested by the Closing Date under
the Merger Agreement and for which the applicable vesting date is
later than May 1, 2001 (i.e. 12,500 options) shall vest on May 1,
2001. Notwithstanding the above and the terms of the Plans, no
Unvested Options shall vest unless Optionee is in continuous service
to the Company or its successors from the date of this Waiver until
the applicable vesting date, provided that all such Unvested Options
shall immediately vest upon termination of employment other than
voluntary termination.
(4) Optionee further acknowledges and understands that under the Merger
Agreement, RCN Corporation has undertaken to register the shares of
RCN common stock subject to the Options on Form S-8, as soon as
reasonably practicable following the Closing, which will facilitate
the marketability of the shares subject to the Options following the
Closing.
(5) Optionee agrees to cooperate and execute such other documents as may
be reasonably necessary to carry out the intentions expressed above.
Agreed to this 12th day of December 1999.
OPTIONEE 21ST CENTURY TELECOM GROUP, INC.
BY: BY:
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