SEPARATION AGREEMENT
Exhibit
10.24
June
24,
2005
CONFIDENTIAL
Xx.
Xxxxxxx X. Xxxxx
Executive
Vice President
RCN
Telecom Services, Inc.
000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000-0000
Dear
Xxx:
This
memorandum confirms our understanding regarding your ongoing employment
relationship with RCN Telecom Services, Inc. and its affiliates (collectively,
“RCN”), and serves to follow up and memorialize the notice that was provided to
you on May 12, 2005 (the “Effective Date”).
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1.
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As
of the Effective Date, you have ceased to serve as the Chief Financial
Officer of RCN and shall instead serve as Executive Vice President
-
Corporate.
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2.
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From
the Effective Date to July 1, 2005, you shall devote your full
business
time and attention to (A) assisting RCN and its employees to complete
and
file with the Securities and Exchange Commission RCN’s financial
statements for the fiscal quarter ended March 31, 2005 (the “Financial
Statements”) and (B) performing such other duties and responsibilities as
are reasonably assigned to you from time to time by RCN’s Chief Executive
Officer. You shall report to RCN’s Chief Executive Officer in connection
with your duties described in (B),
above.
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3.
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You
agree that you shall not voluntarily terminate your employment
with RCN
for any reason before July 1, 2005, unless an earlier end date
is agreed
to in writing by RCN’s Chief Executive Officer (the “Termination Date”).
You agree that your employment with RCN shall automatically terminate
on
the Termination Date.
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4.
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In
consideration of your promises herein, RCN shall (i) continue to
pay you
at your current base salary through the Termination Date and (ii)
grant
you options to acquire 75,000 shares of common stock of RCN Corporation
(“Stock”) on the terms and conditions set forth herein (the “Options”).
The Options have been authorized by the Board of Directors and
have a per
share exercise price equal to $18.80. The Options shall fully vest
on the
90th
day following the grant date (regardless of whether you are then
employed
by RCN) provided you have, within 45 days of the Termination Date,
executed and delivered to RCN a full and irrevocable release of
claims
through the date hereof, substantially in the form of Exhibit A
(the
“Release”). Vested Options shall remain exercisable until the third
anniversary of the grant date. The Options shall be automatically
forfeited on the 45th
day following the Termination Date if you have not executed and
delivered
the Release as set forth above. Notwithstanding anything to the
contrary
contained herein, the Options shall be subject to the terms of
the RCN
Corporation 2005 Stock Compensation Plan in the form approved by
the RCN’s
stockholders and its Board of
Directors.
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5.
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Promptly,
and in any event within two business days, after your execution
and
delivery of the Release described in Paragraph 4 above, you shall
be paid
$393,730, which constitutes the severance benefits specified in
Section
3(b) of the letter agreement between you and RCN dated December
7, 2004
(the “2004 Agreement”), it being understood and agreed that you shall not
be entitled to any additional duplicative severance benefits under
the
2004 Agreement and this Separation Agreement; provided however,
that (for
the avoidance of doubt) RCN shall provide you and your family,
at its
expense; with health insurance benefits as contemplated by Section
3(b) of
the 2004 letter.
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6.
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This
letter constitutes the complete agreement between the parties on
the
matters set forth herein and merges and supersedes all prior discussions,
agreements (whether written or oral) and understandings of every
kind and
nature in respect of the subject matter of his letter. Notwithstanding
the
foregoing, this letter shall not relieve you of any obligations
you may
have to RCN under any other agreement, including the 2004
Agreement.
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7.
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This
letter may be executed in one or more counterparts, which, together,
shall
constitute one and the same
agreement.
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8.
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This
letter shall be governed by and construed in accordance with the
laws of
the State of New Jersey, without regard to its conflicts of law
rules.
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If
this
letter sets forth our agreement on the subject matter hereof, please sign
and
return to RCN the enclosed copy of this letter, which will then constitute
our
agreement on this subject.
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RCN
TELECOM SERVICES, INC.
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Accepted
and Agreed:
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By:
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Xxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxx
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CEO
and President
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