Exhibit 10.24


    
      

    


    Exhibit
      10.24

    


    SEPARATION
      AGREEMENT

    


    


    June
      24,
      2005

    


    CONFIDENTIAL

    Mr.
      Patrick T. Hogan

    Executive
      Vice President

    RCN
      Telecom Services, Inc. 

    105
      Carnegie Center

    Princeton,
      NY 08540-6215

    


    Dear
      Pat:

    


    This
      memorandum confirms our understanding regarding your ongoing employment
      relationship with RCN Telecom Services, Inc. and its affiliates (collectively,
      “RCN”), and serves to follow up and memorialize the notice that was provided to
      you on May 12, 2005 (the “Effective Date”).

     

    
      
        	 	
                1.

              	
                As
                  of the Effective Date, you have ceased to serve as the Chief Financial
                  Officer of RCN and shall instead serve as Executive Vice President
                  -
                  Corporate.

              


      

      


      
        	 	
                2.

              	
                From
                  the Effective Date to July 1, 2005, you shall devote your full
                  business
                  time and attention to (A) assisting RCN and its employees to complete
                  and
                  file with the Securities and Exchange Commission RCN’s financial
                  statements for the fiscal quarter ended March 31, 2005 (the “Financial
                  Statements”) and (B) performing such other duties and responsibilities as
                  are reasonably assigned to you from time to time by RCN’s Chief Executive
                  Officer. You shall report to RCN’s Chief Executive Officer in connection
                  with your duties described in (B),
                  above.

              


      

      


      
        	 	
                3.

              	
                You
                  agree that you shall not voluntarily terminate your employment
                  with RCN
                  for any reason before July 1, 2005, unless an earlier end date
                  is agreed
                  to in writing by RCN’s Chief Executive Officer (the “Termination Date”).
                  You agree that your employment with RCN shall automatically terminate
                  on
                  the Termination Date.

              


      

      


      
        	 	
                4.

              	
                In
                  consideration of your promises herein, RCN shall (i) continue to
                  pay you
                  at your current base salary through the Termination Date and (ii)
                  grant
                  you options to acquire 75,000 shares of common stock of RCN Corporation
                  (“Stock”) on the terms and conditions set forth herein (the “Options”).
                  The Options have been authorized by the Board of Directors and
                  have a per
                  share exercise price equal to $18.80. The Options shall fully vest
                  on the
                  90th
                  day following the grant date (regardless of whether you are then
                  employed
                  by RCN) provided you have, within 45 days of the Termination Date,
                  executed and delivered to RCN a full and irrevocable release of
                  claims
                  through the date hereof, substantially in the form of Exhibit A
                  (the
                  “Release”). Vested Options shall remain exercisable until the third
                  anniversary of the grant date. The Options shall be automatically
                  forfeited on the 45th
                  day following the Termination Date if you have not executed and
                  delivered
                  the Release as set forth above. Notwithstanding anything to the
                  contrary
                  contained herein, the Options shall be subject to the terms of
                  the RCN
                  Corporation 2005 Stock Compensation Plan in the form approved by
                  the RCN’s
                  stockholders and its Board of
                  Directors.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	 	
                5.

              	
                Promptly,
                  and in any event within two business days, after your execution
                  and
                  delivery of the Release described in Paragraph 4 above, you shall
                  be paid
                  $393,730, which constitutes the severance benefits specified in
                  Section
                  3(b) of the letter agreement between you and RCN dated December
                  7, 2004
                  (the “2004 Agreement”), it being understood and agreed that you shall not
                  be entitled to any additional duplicative severance benefits under
                  the
                  2004 Agreement and this Separation Agreement; provided however,
                  that (for
                  the avoidance of doubt) RCN shall provide you and your family,
                  at its
                  expense; with health insurance benefits as contemplated by Section
                  3(b) of
                  the 2004 letter.

              


      

      


      
        	 	
                6.

              	
                This
                  letter constitutes the complete agreement between the parties on
                  the
                  matters set forth herein and merges and supersedes all prior discussions,
                  agreements (whether written or oral) and understandings of every
                  kind and
                  nature in respect of the subject matter of his letter. Notwithstanding
                  the
                  foregoing, this letter shall not relieve you of any obligations
                  you may
                  have to RCN under any other agreement, including the 2004
                  Agreement.

              


      

      


      
        	 	
                7.

              	
                This
                  letter may be executed in one or more counterparts, which, together,
                  shall
                  constitute one and the same
                  agreement.

              


      

      


      
        	 	
                8.

              	
                This
                  letter shall be governed by and construed in accordance with the
                  laws of
                  the State of New Jersey, without regard to its conflicts of law
                  rules.

              


      
    

    
      If
        this
        letter sets forth our agreement on the subject matter hereof, please sign
        and
        return to RCN the enclosed copy of this letter, which will then constitute
        our
        agreement on this subject.

      


        
          	
                  RCN
                    TELECOM SERVICES, INC.

                	 	
                  Accepted
                    and Agreed:

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	
                   

                	 	
                   

                	 
	 	
                  Peter
                    D. Aquino

                	 	
                  Patrick
                    T. Hogan

                	 
	 	
                  CEO
                    and President

                	 	 	 


        

      

    

     

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