EXHIBIT 4.32
1998 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS OF
FOCAL COMMUNICATIONS CORPORATION
PARTICIPATION AGREEMENT
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This Participation Agreement ("Participation Agreement") between the
undersigned Non-Employee Director, ________________________________________
("Director"), and Focal Communications Corporation (the "Company") is for the
Fiscal Year (as hereinafter defined) commencing January 1, 199__, and is subject
to all of the terms and conditions of the 1998 Equity Plan for Non-Employee
Directors of Focal Communications Corporation (the "Plan"). Capitalized terms
not defined herein have the meanings set forth in the Plan.
1. Election of Voluntary Shares. Pursuant to the Plan, Director may
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elect to receive up to 100 percent of his or her Retainer and/or Meeting Fees
from the Company in the form of shares of Common Stock by filing a Participation
Agreement in the form hereof on or before the beginning of the Company's Fiscal
Year (as hereinafter defined) (or such other date as may be specified by the
Board). The Director hereby elects to receive (a) ______% of his or her
Retainer, and (b) _____% of his or her Meeting Fees, in the form of Common Stock
in lieu of a cash payment ("Voluntary Shares") in accordance with the terms of
the Plan and as indicated in this Section 1. This election to receive Voluntary
Shares will be effective for the period beginning on January 1 of such year and
ending on the December 31 of such year (a "Fiscal Year"). Except as the Board
may otherwise provide, this election to receive Voluntary Shares is a one-time
election for the applicable Fiscal Year and, unless Director revokes or changes
such election by filing a new Participation Agreement by the due date specified
above, shall apply to each subsequent Fiscal Year. Once an election has been
terminated, another election may not be made effective until the commencement of
the next subsequent full Fiscal Year unless the Board has otherwise provided.
2. Payment of Voluntary Shares. No later than ten (10) days following
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the end of an Accounting Period (as defined in the Plan) (the "Issuance Date"),
the Company shall issue to Director a number of Voluntary Shares for the prior
Accounting Period equal to (i) the amount of Director's Retainer and Meeting
Fees for such Accounting Period that Director has elected to receive as
Voluntary Shares divided by (ii) the Market Value per Share on the last day of
such Accounting Period (the "Valuation Date"). If the foregoing formula would
result in the issuance of fractional shares of Common Stock, any such fractional
shares shall be disregarded, and the remaining amount of the Retainer shall be
paid in cash. The Company shall pay any and all fees and commissions incurred
in connection with the payment of Voluntary Shares to Director.
3. Director Acknowledgment and Signature. Director understands that
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participation in the Plan is subject to the terms and conditions contained in
the Plan.
IN WITNESS WHEREOF, Director has executed this Participation Agreement on
the __________ day of ______________________________, 199___.
DIRECTOR
________________________________________________
Signature
Received and accepted by the Secretary of Focal Communications Corporation
this day of __________________, 199___.
________________________________________________
Signature of the Secretary of Focal Communications
Corporation
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