RESTRICTED STOCK AGREEMENT
pursuant to the
2005 STOCK COMPENSATION PLAN
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Number of Shares of Restricted Stock Granted:
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THIS RESTRICTED STOCK AGREEMENT (this " Agreement "), dated as of February 28, 2007, is entered into by and between RCN Corporation (the " Company "), and the Grantee specified above, pursuant to the RCN Corporation 2005 Stock Compensation Plan as in effect and as amended from time to time (the " Plan "); and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock provided herein to the Grantee.
NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of Restricted Stock hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto under the Plan. The Grantee hereby acknowledges receipt of a true and complete copy of the Plan and that the Grantee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2. Grant of Restricted Stock . The Company hereby grants to the Grantee, as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by Section 10.13 of the Plan, the Grantee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Grantee with any protection against potential future dilution of the Grantee’s stockholder interest in the Company for any reason. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of the Grantee but shall be held in escrow by the Company until the Restricted Stock has become vested and unrestricted. All such stock certificates shall bear the following legend, along with such other legends that the Board or the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CO