Waiver
Reference is made to the Employment Agreement ("Employment Agreement")
dated as of October 1, 1995 between Xxxxxx Xxxxxx (the "Executive") and Lancit
Media Entertainment ("Lancit").
Reference is made to the Agreement and Plan of Merger ("Merger Agreement")
among RCN Corporation ("RCN"), LME Acquisition Corporation ("LME") and Lancit.
Pursuant to the Merger Agreement, LME, a wholly owned subsidiary of RCN,
will be merged with and into Lancit whereupon Lancit will become a wholly owned
subsidiary of RCN (the "Merger");
In consideration of RCN entering the Merger Agreement, (i) the Executive
hereby agrees that she will not exercise her right to terminate the Employment
Agreement under Paragraph 8.F(2) thereof as a result of a Change of Control
(defined in the Employment Agreement) arising pursuant to the Merger or any
other transactions contemplated by the Merger Agreement, including, without
limitation, approval of the Merger by Lancit's shareholders, and (ii) Executive
hereby waives any right to terminate the Employment Agreement under Paragraph
8.F(2) by reason of any such Change of Control arising pursuant to the Merger or
any other transactions contemplated by the Merger Agreement, including, without
limitation, approval of the Merger by Lancit's shareholders. For avoidance of
doubt, Paragraph 8.F(3) will not apply to termination of the Executive's
employment by Executive by reason of any such Change of Control arising pursuant
to the Merger or any other transactions contemplated by the Merger Agreement,
including, without limitation, approval of the Merger by Lancit's shareholders.
As modified hereby, the Employment Agreement remains in full force and
effect. This Waiver shall terminate in the event the Merger Agreement is
terminated pursuant to Section 7.01 thereof or the Merger is otherwise
abandoned.
/s/ XXXXXX XXXXXX
-------------------------------------------------
XXXXXX XXXXXX
RCN CORPORATION
By: /s/ XXXX XXXXXXX
---------------------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
LANCIT MEDIA ENTERTAINMENT, LTD
/s/ XXXXX X. XXXXXXX
By:---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board and Chief
Executive Officer
