EXHIBIT 99.13
RHYTHMS NETCONNECTIONS INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1999 Employee Stock Purchase
Plan (the "ESPP") for the offering period specified below, and I hereby
subscribe to purchase shares of Common Stock of Rhythms NetConnections Inc.
(the "Corporation") in accordance with the provisions of this Agreement and
the ESPP. I hereby authorize payroll deductions from each of my paychecks
following my entry into the ESPP in the 1% multiple of my cash compensation
(not to exceed a maximum of 15%) specified in my attached Enrollment Form.
The offering period is divided into a series of consecutive
purchase intervals. With the exception of the initial purchase interval
which begins at the time of the initial public offering of the Common Stock
and ends on October 29, 1999, those purchase intervals will each be of six
months duration and will run from the first business day of May to the last
business day of October each year and from the first business day of November
each year to the last business day of April in the following year. My
participation will automatically remain in effect from one purchase interval
to the next in accordance with my payroll deduction authorization, unless I
withdraw from the ESPP or change the rate of my payroll deduction or unless
my employment status changes. I may reduce the rate of my payroll deductions
on one occasion per purchase interval, and I may increase my rate of payroll
deductions to become effective at the beginning of any subsequent purchase
interval.
My payroll deductions will be accumulated for the purchase of
shares of common stock on the last business day of each purchase interval
within the offering period. The purchase price per share will be equal to
85% of the LOWER of (i) the fair market value per share of common stock on my
Entry Date into the offering period or (ii) the fair market value per share
on the purchase date. I will also be subject to ESPP restrictions
(i) limiting the maximum number of shares which I may purchase per purchase
interval, (ii) limiting the maximum number of shares which may be purchased
in the aggregate per purchase interval and (iii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last business
day of the purchase interval and elect either to have the Corporation refund
all my payroll deductions for that interval or to have such payroll
deductions applied to the purchase of common stock at the end of such
interval. However, I may not rejoin that particular offering period at any
later date. Upon the termination of my employment for any reason, including
death or disability, or my loss of eligible employee status, my participation
in the ESPP will immediately cease, and all my payroll deductions for the
purchase interval in which my employment terminates or my loss of eligibility
occurs will immediately be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in
which my leave begins will, at my election, either be refunded or applied to
the purchase of shares of common stock at the end of that purchase interval.
If my re-employment is guaranteed by either law or contract, or if I return
to active service within ninety (90) days, then upon my return my payroll
deductions will automatically resume at the rate in effect when my leave
began.
The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase interval. The
certificate will be issued in street name and will be deposited directly in
my Corporation-designated brokerage account. I will notify the Corporation of
any disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.
The Corporation has the right, exercisable in its sole discretion,
to amend or terminate all outstanding purchase rights under the ESPP at any
time, with such amendment or termination to become effective immediately
following the end of any purchase interval. However, such purchase rights
may be amended or terminated with an immediate effective date to the extent
necessary to avoid the Corporation's recognition of compensation expense for
financial reporting purposes, should the accounting principles applicable to
the ESPP change. Upon any such termination, I will cease to have any further
rights to purchase shares of common stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the
terms of both this Agreement and the ESPP. The effectiveness of this
Agreement is dependent upon my eligibility to participate in the ESPP.
Date: _________________
Signature of Employee ________________________
Printed Name: ________________________________
Entry Date: ___________
