Exhibit 10.32


    
      

    

    

      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 CONDITIONS WHICH MAY RESULT IN THE COMPLETE
        FORFEITURE OF THE SHARES.

       

      3.    Vesting.
        Subject
        to Section 8, all of the shares of Restricted Stock subject to this grant
        shall
        become unrestricted and vested in accordance with Exhibit A hereto.

       

      4.    Termination.
        Subject
        to the terms of Paragraph 3 and Exhibit A, if the Grantee’s employment with the
        Company and/or one of its Subsidiaries terminates for any reason prior to
        the
        vesting of all or any portion of the Restricted Stock awarded under this
        Agreement, such Restricted Stock shall immediately be cancelled and the Grantee
        (and the Grantee’s estate, designated beneficiary or other legal representative)
        shall forfeit any rights or interests in and with respect to any such Restricted
        Stock. The Board or the Committee, in its sole discretion, may determine,
        prior
        to or within ninety (90) days after the date of any such termination, that
        all
        or a portion of any the Grantee’s unvested Restricted Stock shall not be so
        cancelled and forfeited.

       

      5.    Dividends.
        Any
        dividends paid on shares of Restricted Stock shall be held by the Company
        on the
        Grantee’s behalf subject to the same terms and conditions applicable to the
        related shares of Restricted Stock, it being understood that such dividends
        will
        be forfeited if the Grantee forfeits the related shares of Restricted Stock.
        

       

      6.    Delivery
        of Restricted Stock.
        Subject
        to Section 6.5 of the Plan, if the Restricted Stock awarded by this Agreement
        becomes vested, the Grantee shall be entitled to receive unrestricted
        Shares. 

       

      7.    Non-transferability.
        The
        Restricted Stock, and any rights or interests with respect thereto, issued
        under
        this Agreement and the Plan shall not, prior to vesting, be sold, exchanged,
        transferred, assigned or otherwise disposed of in any way at any time by
        the
        Grantee (or any beneficiary(ies) of the Grantee), other than by testamentary
        disposition by the Grantee or the laws of descent and distribution. Any such
        Restricted Stock, and any rights and interests with respect thereto, shall
        not,
        prior to vesting, be pledged, encumbered or otherwise hypothecated in any
        way at
        any time by the Grantee (or any beneficiary(ies) of the Grantee) and shall
        not,
        prior to vesting, be subject to execution, attachment or similar legal process.
        Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise
        dispose of or hypothecate the Restricted Stock, or the levy of any execution,
        attachment or similar legal process upon the Restricted Stock, contrary to
        the
        terms of this Agreement and/or the Plan shall be null and void and without
        legal
        force or effect. Prior to vesting, the Restricted Stock, and any rights and
        interests with respect thereto, issued under this Agreement shall be held
        by the
        Company as escrow agent. 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      



      14.   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 Grantee shall not assign
        any
        part of this Agreement without the prior express written consent of the
        Company.

      


      15.   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.

      


      16.   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.

      


      17.   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.

      


      18.   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.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


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

      


      
        	 	
                RCN
                  Corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Peter
                  D. Aquino

              
	 	 	
                President
                  & Chief Executive Officer