Exhibit 10.37





Exhibit 10.37


 



EXHIBIT A




RCN CORPORATION

2005 STOCK INCENTIVE PLAN

Restricted Stock Unit Award for Director




RSU DEFERRAL ELECTION FORM




Pursuant to Section 6 of the RCN Corporation Restricted Stock Unit Award (the “RSU
Agreement”), you are entitled to elect to defer the payment of all or a portion of the RSUs granted
to you under the RSU Agreement, in accordance with the terms of this RSU Deferral Election Form
(the “Election Form”). Absent a deferral election, your RSUs generally become payable in
installments following vesting in accordance with Section 5 of the RSU Agreement. You do not need
to complete this form unless you are making a deferral election.



The terms of the RSU Agreement are incorporated herein by reference, including the definition
of terms set forth therein.



ALL ELECTIONS MUST BE RECEIVED BY THE COMPANY NO LATER THAN SEPTEMBER 1, 2009.




Director Name: ________________________




I. AMOUNT OF DEFERRAL




You may elect to defer payment of all or a portion of your RSU Award. The percentage elected shall
be applied evenly to each 50% vesting tranche of the Award.



(Please Choose One):




			
	o	 	I elect to defer 50% of the number of RSUs subject to the RSU Award.







			
	o	 	I elect to defer 100% of the number of RSUs subject to the RSU Award.






Default (no election): Payment following vesting in accordance with Section 5 of the RSU
Agreement.



II. TIMING OF PAYMENT




Payment of the RSUs elected for deferral pursuant to Section I above will be made within 15 days
following the payment date you choose below. Payment will be made in 100% shares of the Company’s
common stock, as provided under Section 5 of the RSU Agreement.



(Please Choose One):




			
	o	 	I elect to defer payment until (A) the fifth (5th) anniversary of the date of the RSU Award
or (B) the termination of my service as a member of the Board, if earlier.







			
	o	 	I elect to defer payment until (A) the tenth (10th) anniversary of the date of the RSU
Award, or (B) the termination of my service as a member of the Board, if earlier.







			
	o	 	I elect to defer payment until the date of my termination from service as a member of the of the Board.






Default (no election): Payment following vesting in accordance with Section 5 of the RSU
Agreement.



Acceleration Events



Notwithstanding your election above, any portion of your RSU Award that is elected for deferral
shall nevertheless be paid upon any earlier date on which an acceleration event occurs, as provided
in Section 6 of the RSU Agreement.



Federal Income Taxes



While the Company does not represent or warrant the tax consequences of your RSUs or your election
to defer any portion thereof, the amounts deferred pursuant to a valid deferral election will
generally be taxable for federal income tax purposes as ordinary income to you in the year in which
the RSUs are paid, based on the then fair market value of the stock received. As an independent
contractor of the Company, you will be responsible for payment of all taxes with respect to the
RSUs. Please seek advice from your professional tax advisor with respect to your RSUs and before
making your deferral election. For purposes of compliance with Section 409A of the Code, the
terms of this Election Form shall be subject to the requirements of Section 7 of the RSU Agreement.


 


 









 




EXHIBIT A




Director Signature




I acknowledge that I have read and reviewed a copy of the Plan, the RSU Agreement and a copy of the
prospectus for the Plan. I understand that my rights with respect to the deferred payment of the
RSUs are that of a general, unsecured creditor of the Company. By signing this Election Form, I
authorize implementation of the above instructions. I understand that the deferral elections that I
have made on this Election Form are irrevocable and may not be changed in the future.



DIRECTOR




	 	 	 	 	 	 	 
	Signed:
	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 






ALL ELECTIONS MUST BE RECEIVED BY THE COMPANY NO LATER THAN SEPTEMBER 1, 2009.