Exhibit 10.29


    
      
        

      

    

    
      

    

     

    Exhibit
      10.29

    


    STOCK
      OPTION AGREEMENT

    


    pursuant
      to the

    


    RCN
      CORPORATION

    2005
      STOCK COMPENSATION PLAN 

    


    


    *
      * * * *

    


    Optionee:
      

    


    Grant
      Date: 

    


    Per
      Share Exercise Price: 

    


    Number
      of Option Shares subject to this Option:  

    


    


    *
      * * *
      *

    


    


    THIS
      STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified
      above, is entered into by and between RCN Corporation (the “Company”), and the
      Optionee 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 non-qualified stock option provided for herein to
      the
      Optionee.

    


    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 the option 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 Optionee hereby
      acknowledges receipt of a true copy of the Plan and that the Optionee 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 Option.
      The
      Company hereby grants to the Optionee, as of the Grant Date specified above,
      a
      non-qualified stock option (this “Option”) to acquire from the Company at the
      Per Share Exercise Price specified above the aggregate number of shares of
      the
      Common Stock specified above (the “Option Shares”). This Option is not to be
      treated as (and is not intended to qualify as) an incentive stock option within
      the meaning of Section 422 of the Code. 

    


    3.    No
      Dividends Equivalents.
      The
      Optionee shall not be entitled to receive a cash payment in respect of the
      Option Shares underlying this Option on any dividend payment date for the Common
      Stock. 

    


    4.    Exercise
      of this Option. 

    


    4.1    In
      accordance with and to the extent provided by the terms and provisions of
      Article 5 of the Plan, unless otherwise provided in Section 4.4 below or
      determined by the Committee, this Option shall become exercisable in accordance
      with the terms set forth on Exhibit A.

    


    4.2    Unless
      earlier terminated in accordance with the terms and provisions of the Plan
      and/or this Agreement, this Option shall expire and shall no longer be
      exercisable after the expiration of seven years from the Grant Date (the “Option
      Period”).

    


    4.3    In
      no
      event shall this Option be exercisable for a fractional share of Common
      Stock.

    


    5.    Method
      of Exercise and Payment.
      This
      Option shall be exercised by the Optionee by delivering to the Secretary of
      the
      Company or his designated agent on any business day (the “Exercise Date”) a
      written notice, in such manner and form as may be required by the Company,
      specifying the number of the Option Shares the Optionee then desires to acquire
      (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of
      the aggregate Per Share Exercise Price for such number of the Option Shares
      to
      be acquired upon such exercise. Such payment shall be made in the manner set
      forth in Section 6.5 of the Plan.

    


    6.    Termination. 

    


    6.1    If
      the
      Optionee's employment with the Company and/or one of its Subsidiaries terminates
      for any reason, any then unexercisable portion of this Option shall be forfeited
      and cancelled by the Company.

    


    6.2    Subject
      to the terms of Exhibit A,
      if
      the
      Optionee’s employment with the Company and/or its Subsidiaries terminates for
      any reason other than due to the Optionee's death or disability (as defined
      and
      determined by the Company), the Optionee’s rights, if any, to exercise any then
      exercisable portion of this Option, shall terminate ninety (90) days after
      the
      date of such termination, but not beyond the expiration of the Option Period,
      and thereafter such Option shall be forfeited and cancelled by the Company.
      


    
      
        
        

      

      
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    6.3    If
      Optionee's termination of employment with the Company and/or its Subsidiaries
      is
      due to the Optionee's death or disability, the Optionee (or the Optionee's
      estate, designated beneficiary or other legal representative, as the case may
      be
      and as determined by the Committee) shall have the right, to the extent
      exercisable immediately prior to any such termination, to exercise this Option
      at any time within the one (1) year period following such termination due to
      death or disability, but not beyond the expiration of the Option Period, and
      thereafter such Option shall be forfeited and cancelled by the
      Company.

    


    6.4    The
      Board
      or the Committee, in its sole discretion, may determine that all or any portion
      of this Option, to the extent exercisable immediately prior to the Optionee's
      termination of employment with the Company and/or its Subsidiaries for any
      reason, may remain exercisable for an additional specified time period after
      the
      period specified above in this Section 6 expires (subject to any other
      applicable terms and provisions of the Plan and this Agreement), but not beyond
      the expiration of the Option Period.

    


    7.    Non-transferability.
      This
      Option, and any rights or interests therein, shall not be sold, exchanged,
      transferred, assigned or otherwise disposed of in any way at any time by the
      Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary
      disposition by the Optionee or the laws of descent and distribution. This Option
      shall not be pledged, encumbered or otherwise hypothecated in any way at any
      time by the Optionee (or any beneficiary(ies) of the Optionee) and shall not
      be
      subject to execution, attachment or similar legal process. Any attempt to sell,
      exchange, pledge, transfer, assign, encumber or otherwise dispose of or
      hypothecate this Option, or the levy of any execution, attachment or similar
      legal process upon this Option, contrary to the terms of this Agreement and/or
      the Plan shall be null and void and without legal force or effect. This Option
      shall be exercisable during the Optionee’s lifetime only by the
      Optionee.

    


    8.    Entire
      Agreement; Amendment.
      This
      Agreement contains the entire agreement between the parties hereto with respect
      to the subject matter contained herein, and supersedes all prior agreements
      or
      prior understandings, whether written or oral, between the parties relating
      to
      such subject matter. The Board or the Committee shall have the right, in its
      sole discretion, to modify or amend this Agreement from time to time in
      accordance with and as provided in the Plan; provided,
      however,
      that no
      such modification or amendment shall materially adversely affect the rights
      of
      the Optionee under this Option without the consent of the Optionee. The Company
      shall give written notice to the Optionee of any such modification or amendment
      of this Agreement as soon as practicable after the adoption thereof. This
      Agreement may also be modified or amended by a writing signed by both the
      Company and the Optionee.

    


    9.    Notices.
      Any
      Exercise Notice or other notice which may be required or permitted under this
      Agreement shall be in writing, and shall be delivered in person or via facsimile
      transmission, overnight courier service or certified mail, return receipt
      requested, postage prepaid, properly addressed as follows.


    
      
        
        

      

      
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    9.1    If
      such
      notice is to the Company, to the attention of the Secretary of RCN Corporation,
      Presidents Plaza, Building One, 196 Van Buren Street, Suite 300, Herndon,
      Virginia, 20170 or at such other address as the Company, by notice to the
      Optionee, shall designate in writing from time to time.

    


    9.2    If
      such
      notice is to the Optionee, at his or her address as shown on the Company’s
      records, or at such other address as the Optionee, by notice to the Company,
      shall designate in writing from time to time.

    


    10.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without reference to the principles of conflict of laws
      thereof.

    


    11.    Compliance
      with Laws.
      The
      issuance of this Option (and the Option Shares upon exercise of this Option)
      pursuant to this Agreement shall be subject to, and shall comply with, any
      applicable requirements of any federal and state securities laws, rules and
      regulations (including, without limitation, the provisions of the Securities
      Act
      of 1933, the Exchange Act and the respective rules and regulations promulgated
      thereunder) and any other law or regulation applicable thereto. The Company
      shall not be obligated to issue this Option or any of the Option Shares pursuant
      to this Agreement if any such issuance would violate any such
      requirements.

    


    12.    Binding
      Agreement; Assignment.
      This
      Agreement shall inure to the benefit of, be binding upon, and be enforceable
      by
      the Company and its successors and assigns. The Optionee shall not assign any
      part of this Agreement without the prior express written consent of the
      Company.

    


    13.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which shall constitute one and the same
      instrument.

    


    14.    Headings.
      The
      titles and headings of the various sections of this Agreement have been inserted
      for convenience of reference only and shall not be deemed to be a part of this
      Agreement.

    


    15.    Further
      Assurances.
      Each
      party hereto shall do and perform (or shall cause to be done and performed)
      all
      such further acts and shall execute and deliver all such other agreements,
      certificates, instruments and documents as any party hereto reasonably may
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the Plan and the consummation of the transactions contemplated
      thereunder.

    


    16.    Severability.
      The
      invalidity or unenforceability of any provisions of this Agreement in any
      jurisdiction shall not affect the validity, legality or enforceability of the
      remainder of this Agreement in such jurisdiction or the validity, legality
      or
      enforceability of any provision of this Agreement in any other jurisdiction,
      it
      being intended that all rights and obligations of the parties hereunder shall
      be
      enforceable to the fullest extent permitted by law.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officer, and the Optionee has hereunto set his hand, all as
      of
      the Grant Date specified above.

    


    
      	 	
              RCN
                Corporation

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
              [Optionee]

            


    

     

     

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