Exhibit 99.1
RCN CORPORATION
SENIOR EXECUTIVE ANNUAL BONUS
PLAN
1. Purpose
This Senior Executive Annual Bonus
Plan (the “Plan”) is applicable to those employees of
RCN Corporation (the “Company”) and its subsidiaries
who are considered to be executive officers of the Company
(“Covered Employees”), including members of the Board
of Directors who are such employees.
The Plan is designed to reward,
through additional cash compensation, Covered Employees for their
significant contribution toward improved profitability and growth
of the Company.
2. Administration
The Plan shall be administered by a
committee (the “Committee”) comprised exclusively of
members of the Board of Directors (the “Board”) who are
“outside directors” within the meaning of Section
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
“Code”) and Treasury Regulation 1.162-27(e)(3). Unless
otherwise determined by the Board, the Committee shall consist of
all non-executive members of the Board who are “outside
directors” within the meaning of Section 162(m) of the Code.
The Committee shall have the authority, subject to the provisions
herein, (a) to select Covered Employees to participate in the Plan;
(b) to establish and administer the performance goals and the award
opportunities applicable to each participant and certify whether
the goals have been attained; (c) to construe and interpret the
Plan and any agreement or instrument entered into under or in
connection with the Plan; (d) to establish, amend, and waive rules
and regulations for the Plan’s administration; and (e) to
make all other determinations that may be necessary or advisable
for the administration of the Plan. Any determination by the
Committee pursuant to the Plan shall be final, binding and
conclusive on all employees and participants and anyone claiming
under or through any of them.
3. Eligibility
All Covered Employees shall be
eligible to be selected to participate in this Plan. The Committee
shall select the Covered Employees recommended by the Compensation
Committee of the Board (the “Compensation Committee”)
who shall participate in this Plan in any year no later than the
applicable deadline (the “Determination Date”) for the
establishment of performance goals permitting the compensation
payable to such Covered Employee for such year hereunder to qualify
as “qualified performance-based compensation” under
Treasury Regulation 1.162-27(e).
4. Establishment Of Performance
Goals And Award Opportunities
No later than the Determination Date
for each year, the Committee shall, upon the recommendation of the
Compensation Committee, establish, in writing, the method for
computing the amount of compensation that will be payable under the
Plan to each participant in the Plan for such year if the
performance goals established by the Committee for such year are
attained in whole or in part and if the participant’s
employment by the Company or a subsidiary continues without
interruption during that year. Such method shall be stated in terms
of an objective formula or standard that precludes discretion to
increase the amount of the award that would otherwise be due upon
attainment of the goals and may be different for each participant.
Notwithstanding anything to the contrary contained herein, the
Committee may, however, exercise negative discretion (within the
meaning of Treasury Regulation 1.162-27(e)(2)(iii)(A)) with respect
to any award hereunder to reduce any amount that would otherwise be
payable hereunder.
1
No later than the Determination Date
for each year, the Committee shall establish in writing the
performance goals for such year, which shall be based on any of the
following
