Exhibit 10.17
Waiver
Reference is made to the Employment Agreement ("Employment Agreement")
dated as of October 1, 1995 between Xxxxxxxx X. 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 he will not exercise his 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.
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XXXXXXXX X. XXXXXX
RCN CORPORATION
By:
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Name:
Title:
LANCIT MEDIA ENTERTAINMENT, LTD
By:
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Name:
Title:
