STOCK OPTION AGREEMENT pursuant to the RCN CORPORATION
Exhibit
10.29
pursuant
to the
RCN
CORPORATION
2005
STOCK COMPENSATION PLAN
*
* * * *
Optionee:
Grant
Date:
Per
Share Exercise Price:
Number
of Option Shares subject to this Option:
*
* * *
*
THIS
STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified
above, is entered into by and between RCN Corporation (the “Company”), and the
Optionee 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 non-qualified stock option provided for herein to
the
Optionee.
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 the option 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 Optionee hereby
acknowledges receipt of a true copy of the Plan and that the Optionee 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 Option.
The
Company hereby grants to the Optionee, as of the Grant Date specified above,
a
non-qualified stock option (this “Option”) to acquire from the Company at the
Per Share Exercise Price specified above the aggregate number of shares of
the
Common Stock specified above (the “Option Shares”). This Option is not to be
treated as (and is not intended to qualify as) an incentive stock option within
the meaning of Section 422 of the Code.
3. No
Dividends Equivalents.
The
Optionee shall not be entitled to receive a cash payment in respect of the
Option Shares underlying this Option on any dividend payment date for the Common
Stock.
4. Exercise
of this Option.
4.1 In
accordance with and to the extent provided by the terms and provisions of
Article 5 of the Plan, unless otherwise provided in Section 4.4 below or
determined by the Committee, this Option shall become exercisable in accordance
with the terms set forth on Exhibit A.
4.2 Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, this Option shall expire and shall no longer be
exercisable after the expiration of seven years from the Grant Date (the “Option
Period”).
4.3 In
no
event shall this Option be exercisable for a fractional share of Common
Stock.
5. Method
of Exercise and Payment.
This
Option shall be exercised by the Optionee by delivering to the Secretary of
the
Company or his designated agent on any business day (the “Exercise Date”) a
written notice, in such manner and form as may be required by the Company,
specifying the number of the Option Shares the Optionee then desires to acquire
(the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of
the aggregate Per Share Exercise Price for such number of the Option Shares
to
be acquired upon such exercise. Such payment shall be made in the manner set
forth in Section 6.5 of the Plan.
6. Termination.
6.1 If
the
Optionee's employment with the Company and/or one of its Subsidiaries terminates
for any reason, any then unexercisable portion of this Option shall be forfeited
and cancelled by the Company.
6.2 Subject
to the terms of Exhibit A,
if
the
Optionee’s employment with the Company and/or its Subsidiaries terminates for
any reason other than due to the Optionee's death or disability (as defined
and
determined by the Company), the Optionee’s rights, if any, to exercise any then
exercisable portion of this Option, shall terminate ninety (90) days after
the
date of such termination, but not beyond the expiration of the Option Period,
and thereafter such Option shall be forfeited and cancelled by the Company.
-2-
6.3 If
Optionee's termination of employment with the Company and/or its Subsidiaries
is
due to the Optionee's death or disability, the Optionee (or the Optionee's
estate, designated beneficiary or other legal representative, as the case may
be
and as determined by the Committee) shall have the right, to the extent
exercisable immediately prior to any such termination, to exercise this Option
at any time within the one (1) year period following such termination due to
death or disability, but not beyond the expiration of the Option Period, and
thereafter such Option shall be forfeited and cancelled by the
Company.
6.4 The
Board
or the Committee, in its sole discretion, may determine that all or any portion
of this Option, to the extent exercisable immediately prior to the Optionee's
termination of employment with the Company and/or its Subsidiaries for any
reason, may remain exercisable for an additional specified time period after
the
period specified above in this Section 6 expires (subject to any other
applicable terms and provisions of the Plan and this Agreement), but not beyond
the expiration of the Option Period.
7. Non-transferability.
This
Option, and any rights or interests therein, shall not be sold, exchanged,
transferred, assigned or otherwise disposed of in any way at any time by the
Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary
disposition by the Optionee or the laws of descent and distribution. This Option
shall not be pledged, encumbered or otherwise hypothecated in any way at any
time by the Optionee (or any beneficiary(ies) of the Optionee) and shall not
be
subject to execution, attachment or similar legal process. Any attempt to sell,
exchange, pledge, transfer, assign, encumber or otherwise dispose of or
hypothecate this Option, or the levy of any execution, attachment or similar
legal process upon this Option, contrary to the terms of this Agreement and/or
the Plan shall be null and void and without legal force or effect. This Option
shall be exercisable during the Optionee’s lifetime only by the
Optionee.
8. Entire
Agreement; Amendment.
This
Agreement contains the entire agreement between the parties hereto with respect
to the subject matter contained herein, and supersedes all prior agreements
or
prior understandings, whether written or oral, between the parties relating
to
such subject matter. The Board or the Committee shall have the right, in its
sole discretion, to modify or amend this Agreement from time to time in
accordance with and as provided in the Plan; provided,
however,
that no
such modification or amendment shall materially adversely affect the rights
of
the Optionee under this Option without the consent of the Optionee. The Company
shall give written notice to the Optionee of any such modification or amendment
of this Agreement as soon as practicable after the adoption thereof. This
Agreement may also be modified or amended by a writing signed by both the
Company and the Optionee.
9. Notices.
Any
Exercise Notice or other notice which may be required or permitted under this
Agreement shall be in writing, and shall be delivered in person or via facsimile
transmission, overnight courier service or certified mail, return receipt
requested, postage prepaid, properly addressed as follows.
-3-
9.1 If
such
notice is to the Company, to the attention of the Secretary of RCN Corporation,
Presidents Plaza, Building One, 000 Xxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx, 00000 or at such other address as the Company, by notice to the
Optionee, shall designate in writing from time to time.
9.2 If
such
notice is to the Optionee, at his or her address as shown on the Company’s
records, or at such other address as the Optionee, by notice to the Company,
shall designate in writing from time to time.
10. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware without reference to the principles of conflict of laws
thereof.
11. Compliance
with Laws.
The
issuance of this Option (and the Option Shares upon exercise of this Option)
pursuant to this Agreement shall be subject to, and shall comply with, any
applicable requirements of any federal and state securities laws, rules and
regulations (including, without limitation, the provisions of the Securities
Act
of 1933, the Exchange Act and the respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto. The Company
shall not be obligated to issue this Option or any of the Option Shares pursuant
to this Agreement if any such issuance would violate any such
requirements.
12. 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 Optionee shall not assign any
part of this Agreement without the prior express written consent of the
Company.
13. 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.
14. 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.
15. 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.
16. 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.
-4-
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Optionee has hereunto set his hand, all as
of
the Grant Date specified above.
|
RCN
Corporation
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
[Optionee]
|
|||
-5-
