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RESTRICTED STOCK AGREEMENT
pursuant to the
RCN CORPORATION
2005 STOCK COMPENSATION PLAN
* * * * *
Grantee:
Grant Date:
Number of Shares of Restricted Stock Granted:
* * * * *
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
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