Form of Non-Executive Restricted Stock Award Agreement


    EXHIBIT
      10.1

    
 

    RESTRICTED
      STOCK AWARD AGREEMENT UNDER THE

    MPOWER
      HOLDING CORPORATION 2005 LONG-TERM INCENTIVE PLAN

    


    THIS
      AWARD AGREEMENT (the “Award
      Agreement”),
      is
      made effective as of [date] (the “Date
      of Grant”)
      between Mpower Holding Corporation, a Delaware corporation (the “Company”),
      and
      [Name] (the “Participant”).
      Capitalized terms not otherwise defined herein shall have the same meanings
      as
      in the Mpower Holding Corporation 2005 Long-Term Incentive Plan (the
“Plan”).

     

    WHEREAS,
      the Company desires to grant the Restricted Stock provided for herein to the
      Participant pursuant to the Plan and the terms and conditions set forth
      herein;

    


    NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth,
      the
      parties agree as follows:

    


    1.  Grant
      of
      the
      Award.  Subject
      to the provisions of this Award Agreement and the Plan, the Company hereby
      grants to the Participant, an aggregate of [#
      of
      Shares Granted]
      shares
      of restricted stock (the “Restricted
      Stock”),
      subject to adjustment as set forth in the Plan.

    


    2.  Incorporation
      of Plan. 
      The
      Participant acknowledges receipt of the Plan, a copy of which is attached hereto
      and represents that he is familiar with its terms and provisions. This Award
      Agreement and the Restricted Stock shall be subject to the Plan, the terms
      of
      which are incorporated herein by reference, and in the event of any conflict
      or
      inconsistency between the Plan and this Award Agreement, the Plan shall
      govern.

    


    3.  Vesting
      Schedule. 
      Unless
      previously vested or cancelled in accordance with the provisions of the Plan
      or
      this Award Agreement, 25% of the Restricted Stock shall vest and all
      restrictions shall lapse on each of the first, second, third and fourth
      anniversaries of the Date of Grant. 

    


    4.  Termination
      of Employment. 
      In
      the
      event of the Participant’s termination of employment with the Company for any
      reason, all unvested Restricted Stock will be canceled and forfeited without
      consideration as of the date of such termination. 

    


    5.  Acceleration. 
      The Company in its absolute discretion at any time may accelerate the vesting
      of
      all or any portion of the shares of Restricted Stock awarded pursuant to this
      Agreement.

     

    6.      
Transfer
      of Shares. 
As
      soon as practicable after the Award Date, the Company will record the Restricted
      Stock in book form with the Company’s stock transfer agent subject to the terms
      and conditions set forth in the Plan and this Award Agreement. As soon as
      practicable after the shares of Restricted Stock shall have vested in the manner
      set forth in Paragraphs 3 or 5, the Company will have the shares listed in
      street name with a brokerage company of the Company’s choice, free of any
      restrictions imposed pursuant to this Agreement. In no event shall the shares
      be
      so listed unless and until the shares have vested and all other terms and
      conditions in this Agreement have been satisfied. By accepting the Restricted
      Stock, the Employee irrevocably nominates and appoints the Secretary of the
      Company as agent (the “Agent”)
      for
      purposes of surrendering or transferring the Restricted Stock to the Company
      upon any forfeiture or transfer required or authorized by this Agreement. This
      power is intended as a power coupled with an interest and will survive the
      Employee’s death. In addition, it is intended as a durable power and will
      survive the Employee’s disability.

     

    7.      
Nontransferability
      of
      Restricted Stock. Unless
      the Company determines otherwise on or after the Date of Grant, Restricted
      Stock
      shall not be transferable other than by last will and testament or by the laws
      of descent and distribution or pursuant to a domestic relations order, as the
      case may be; provided,
      however,
      that
      the Company may, in its discretion and subject to such terms and conditions
      as
      it shall specify, permit the transfer of Restricted Stock for no consideration
      (i) to the Participant’s family member, (ii) to one or more trusts established
      in whole or in part for the benefit of one or more of such family members,
      (iii)
      to one or more entities which are beneficially owned in whole or in part by
      one
      or more such family members or (iv) to any other individual or entity permitted
      under law and the rules of the American Stock Exchange or any other exchange
      that lists the Common Stock (collectively, “Permitted
      Transferees”).
      Any
      Restricted Stock transferred to a Permitted Transferee shall be further
      transferable only by last will and testament or the laws of descent and
      distribution or, for no consideration, to another Permitted Transferee of the
      Participant.

     

    8.   Rights
      as a
      Stockholder.  The Participant shall have, with respect to the
      Restricted Stock, all the rights of a stockholder of the Company, including,
      if
      applicable, the right to vote the Restricted Stock and to receive any cash
      dividends, subject to the restrictions set forth in the Plan and this Award
      Agreement.

     

     

    9.      
Dividends
      and
      Distributions.  Any Common Stock or other securities of the Company
      received by the Participant as a result of a distribution to holders of
      Restricted Stock or as a dividend on the Restricted Stock shall be subject
      to
      the same restrictions as such Restricted Stock, and all references to Restricted
      Stock hereunder shall be deemed to include such Common Stock or other
      securities.

     

    10.     
Legend
      on Certificates. 
The Company may cause a legend or legends to be put on certificates representing
      the Common Stock covered by the award of Restricted Stock to make appropriate
      reference to such restrictions as the Company may deem advisable under the
      Plan
      or as may be required by the rules, regulations, and other requirements of
      the
      Securities and Exchange Commission, any exchange that lists such Common Stock,
      and any applicable federal or state laws.

     

    11.     
No
      Entitlements.

    


    (a) No
      Right to Continued Employment. 
      This
      award is not an employment agreement, and nothing in this Award Agreement or
      the
      Plan shall (i) alter the Participant’s status as an “at-will” employee of the
      Company, (ii) be construed as guaranteeing the Participant’s employment by the
      Company or as giving the Participant any right to continue in the employ of
      the
      Company during any period (including without limitation the period between
      the
      Date Of Grant and the applicable vesting date in accordance with Section 3)
      or
      (iii) be construed as giving the Participant any right to be reemployed by
      the
      Company following any termination of Employment.

     

    (b)
No
      Right to Future Awards.  This award
      of Restricted Stock and all other equity-based awards, are discretionary. This
      award does not confer on the Participant any right or entitlement to receive
      another award of Restricted Stock or any other equity-based award at any time
      in
      the future or in respect of any future period.

     

    (c)
No
      Effect On Future Employment
      Compensation.  The Company has made this award of Restricted Stock to
      the Participant in its sole discretion. This award does not confer on the
      Participant any right or entitlement to receive compensation in any specific
      amount for any future fiscal year, and does not diminish in any way the
      Company’s discretion to determine the amount, if any, of the Participant’s
      compensation. In addition, this award of Restricted Stock is not part of the
      Participant’s base salary or wages and will not be taken into account in
      determining any other employment-related rights the Participant may have, such
      as rights to pension or severance pay.

     

    12.      Taxes
      and
      Withholding.  No later than the date as of which an amount first
      becomes includable in the gross income of the Participant for applicable income
      tax purposes with respect to the Restricted Stock, the Participant shall pay
      to
      the Company or make arrangements satisfactory to the Company regarding payment
      of any federal, state, local or foreign taxes of any kind required by law to
      be
      withheld with respect to such amount. Unless otherwise determined by the
      Company, in accordance with rules and procedures established by the Company,
      the
      minimum required withholding obligations may be settled in Common Stock,
      including Common Stock that is part of the award that gives rise to the
      withholding requirement. The obligation of the Company under this Award
      Agreement shall be conditional upon such payment or arrangements and the Company
      shall, to the extent permitted by law, have the right to deduct any such taxes
      from any payment of any kind otherwise due to the Participant (including with
      respect to the Restricted Stock). 

     

    13.     
Securities
      Laws.  In connection with the grant or vesting of the Restricted Stock
      the Participant will make or enter into such written representations, warranties
      and agreements as the Company may reasonably request in order to comply with
      applicable securities laws or with this Award Agreement.

     

    14.     
Miscellaneous
      Provisions.  

     

    (a)
Notices. 
Any
      notice necessary under
      this Award Agreement shall be addressed to the Company in care of its Secretary
      at the principal executive office of the Company and to the Participant at
      the
      address appearing in the records of the Company for the Participant or to either
      party at such other address as either party hereto may hereafter designate
      in
      writing to the other. Any such notice shall be deemed effective upon receipt
      thereof by the addressee.

     

    (b)
Headings. 
The
      headings of sections and
      subsections are included solely for convenience of reference and shall not
      affect the meaning of the provisions of this Award Agreement.

     

    (c)
Counterparts. 
This
      Award Agreement may
      be executed in two or more counterparts, each of which shall be deemed to be
      an
      original but all of which together will constitute one and the same
      instrument.

     

    (d)
Entire
      Agreement.  This Award Agreement
      and the Plan constitute the entire agreement between the parties hereto with
      regard to the subject matter hereof. They supersede all other agreements,
      representations or understandings (whether oral or written and whether express
      or implied) that relate to the subject matter hereof.

     

     

     

    (e)
Amendments. 
The
      Board or the Company
      shall have the power to alter or amend the terms of the Restricted Stock as
      set
      forth herein from time to time, in any manner consistent with the provisions
      of
      Section 15 of the Plan, and any alteration or amendment of the terms of the
      Restricted Stock by the Company shall, upon adoption, become and be binding
      on
      all persons affected thereby without requirement for consent or other action
      with respect thereto by any such person. The Company shall give written notice
      to the Participant of any such alteration or amendment as promptly as
      practicable after the adoption thereof. The foregoing shall not restrict the
      ability of the Participant and the Company by mutual consent to alter or amend
      the terms of the Restricted Stock in any manner that is consistent with the
      Plan
      and approved by the Company.

     

    (f)
Successor. 
Except
      as otherwise provided
      herein, this Award Agreement shall be binding upon and shall inure to the
      benefit of any successor or successors of the Company, and to any Permitted
      Transferee pursuant to Section 7.

     

    (g)
Choice
      of Law.  Except as to matters of
      federal law, this Award Agreement and all actions taken thereunder shall be
      governed by and construed in accordance with the laws of the State of New York
      (other than its conflict of law rules).

    
 

    


    
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement.

     

    
 

    MPOWER
      HOLDING CORPORATION

    


    


    By:
      ___________________________________

    Name:
      _________________________________

    Title:
      __________________________________

    


    Agreed
      and acknowledged as

    of
      the
      date first above written:

    


    


    _____________________

    [Name]