Exhibit 10.1


    
      

    

     

    EXHIBIT
      10.1

     

    RESTRICTED
      STOCK AGREEMENT

    


    pursuant
      to the

    


    RCN
      CORPORATION

    2005
      STOCK COMPENSATION PLAN 

    


    


    *
      * * * *

    


    Grantee:
      Michael
      E. Katzenstein

    


    Grant
      Date: May
      25,
      2006

    


    Number
      of Shares of Restricted Stock Granted: 10,000

    


    


    *
      * * *
      *

    


     

    THIS
      RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of May 25, 2006, 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, the shares of Restricted Stock subject to this grant shall become
      unrestricted and vested as follows: 

    


    
      	
              On
                January 1, 2007:

            	 	
              3,333
                Shares

            
	 	 	 
	
              On
                January 1, 2008:

            	 	
              3,333
                Shares

            
	 	 	 
	
              On
                January 1, 2009:

            	 	
              3,334
                Shares.

            


    

    


    Notwithstanding
      the foregoing, all shares of Restricted Stock shall immediately vest and become
      unrestricted upon (i) the occurrence of a Change in Control or (ii) the failure
      of the Grantee to be re-elected to the Company’s Board of Directors prior to
      January 1, 2009 for a reason other than Grantee voluntarily electing not to
      stand for re-election.

    


    4.    Termination.
      Subject
      to clause (ii) of Section 3, above, if the Grantee's service as a member of
      the
      Company’s Board of Directors 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 paid to the Grantee
      promptly after the date any such dividends are paid by the Company to
      stockholders generally. 


    
      
        
        

      

      
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    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. 

    


    8.    Restrictions
      on Transfer of Shares After Vesting.

    


    (a)   Except
      as
      expressly permitted under Sections 8(b) and 8(c) below, the Grantee shall not
      assign, sell, offer to sell, pledge, mortgage, hypothecate, encumber, dispose
      of, or any other way transfer any of the Shares (or any interest therein) (a
      “Transfer”) or enter into any agreement or arrangement to make any Transfer of
      any of the Shares at any time when he is serving as a member of the Board of
      Directors of the Company. The foregoing restriction on Transfer of the Shares
      shall terminate and be of no further force and effect with respect to all
      then-vested Shares on the date on which the Grantee’s service as a member of the
      Board of Directors of the Company is terminated for any reason, whether
      voluntarily or involuntarily (including, without limitation, by death or
      disability, by resignation or removal, or by expiration of his term). The
      foregoing restriction on Transfer of the Shares may be waived with respect
      to
      any proposed Transfer of any vested Shares by the prior consent of a majority
      of
      the disinterested non-employee members of the Board of Directors of the
      Company.

    


    (b)   Notwithstanding
      the provisions of Section 8(a), the Grantee may, in accordance with the
      Company’s trading policies as in effect from time to time, Transfer, in one of
      more transactions, (i) up to that number of Shares equal in value at the time
      of
      disposition to any Federal, state, or local tax liability arising from the
      vesting or ownership of any Shares, and (ii) up to a number of vested Shares
      equal, in the aggregate, to fifty percent (50%) of the total number of Shares
      that have, as of the date of such Transfer, vested pursuant to Section 3,
      remaining in the ownership of Grantee following the sale(s) or transfer(s)
      contemplated in the preceding clause (i).

    


    (c)    The
      restrictions set forth in Sections 8(a) and 8(b) shall not apply to any Transfer
      (i) by way of gift and without consideration of any vested Shares by the
      Grantee, either during his lifetime or on death by will or intestacy, to the
      Grantee’s spouse, siblings, children or grandchildren, or to any custodian or
      trustee for the account or benefit of the Grantee or the Grantee’s spouse,
      siblings, children or grandchildren or (ii) to any entity with respect to which
      the Grantee is a shareholder, partner or member so long as the Grantee maintains
      sole control with respect to the voting, tendering and disposition of such
      Shares; provided that in the case of Transfers described in clauses (i) and
      (ii)
      the transferee of such Shares enters into an agreement with the Company pursuant
      to which the transferred Shares shall remain subject to substantially the same
      restrictions as set forth in this Section 8.


    
      
        
        

      

      
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    9.    Effect
      of Prohibited Transfer.
      If any
      transfer of Shares is made or attempted to be made contrary to the terms of
      this
      Agreement, the Company shall have the right to acquire for its own account,
      without the payment of any consideration therefor, such Shares from the owner
      thereof or his transferee, at any time before or after such prohibited transfer.
      In addition to any other legal or equitable remedies it may have, the Company
      may enforce its rights to specified performance to the extent permitted by
      law
      and may exercise such other equitable remedies then available to it. The Company
      may refuse for any purpose to recognize any transferee who receives Shares
      contrary to the provisions of this Agreement as a stockholder of the Company
      and
      may retain and/or recover all dividends on such Shares which were paid or
      payable subsequent to the date on which the prohibited transfer was made or
      attempted.

    


    10.   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. Notwithstanding the foregoing, this Agreement shall not
      be
      deemed to amend or supersede any provision of the employment letter agreement
      dated as of May 12, 2005 between the Company and the Grantee (together with
      the
      Exhibits thereto, the “Employment Letter”) and in the event of any inconsistency
      between any provision of this Agreement and any provision of the Employment
      Letter, the terms of the Employment Letter shall prevail. 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 Grantee under this Agreement without the
      consent of the Grantee. The Company shall give written notice to the Grantee
      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 Grantee.

    


    11.   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.

    


    11.1 
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 Grantee, shall designate in writing from time to time.


    
      
        
        

      

      
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    11.2 
If
      such notice is to the Grantee, at his or her address as shown on the Company’s
      records, or at such other address as the Grantee, by notice to the Company,
      shall designate in writing from time to time.

    


    12.   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.

    


    13.   Compliance
      with Laws.
      The
      issuance of the Restricted Stock or Shares 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
      the
      Restricted Stock or Shares pursuant to this Agreement if any such issuance
      would
      violate any such requirements.

    


    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.

     

    
      
        
        

      

      
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    EXHIBIT
      10.1

     

    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:

            	
              /s/
                Michael T. Sicoli

            	 
	 	 	 	
              Michael
                T. Sicoli

            	 
	 	 	 	
              EVP
                & Chief Financial Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 
              	
              /s/
                Michael E. Katzenstein

            	 
	 	 	Michael
              E. Katzenstein