Exhibit 10.36





Exhibit
10.36




RCN CORPORATION




Restricted Stock Unit Award




AWARD AGREEMENT, dated as of August 20, 2009, between RCN Corporation, a Delaware corporation
(the “Company”), and
________  (the “Participant”). This Award is granted by the
Compensation Committee of the Board of Directors of the Company (the “Committee”) pursuant
to the terms of the RCN Corporation 2005 Stock Compensation Plan (the “Plan”). The
applicable terms of the Plan are incorporated herein by reference, including the definitions of
terms contained therein.



Section 1. RSU Award. The Company hereby grants to the Participant, on the terms and
conditions set forth herein, an Award of _____
Restricted Stock Units (“RSUs”). The Award
shall constitute an RSU Award under Article 6 of the Plan. The RSUs are notional units of
measurement denominated in Shares of the Company (i.e. one RSU is equivalent in
value to one Share, subject to the terms hereof). The RSUs represent an unfunded, unsecured
obligation of the Company.



Section 2. Vesting Requirements. The Award shall become vested on September 1, 2010,
subject to the Participant’s continued service on the Board. If this service requirement is not
satisfied as to any portion of the RSU Award, the unvested RSUs shall be immediately forfeited.



Section 3. Accelerated Vesting and Payment. Notwithstanding the otherwise applicable
terms hereof, the RSU Award shall become fully vested and payable in accordance with Section 5
hereof upon (i) the date of a Change in Control of the Company or (ii) the date of the
Participant’s death or disability (within the meaning of Section 409A of the Code).



Section 4. Dividend Equivalents. Subject to Section 10 hereof, any cash dividends
paid with respect to the Shares to the Company’s shareholders shall be credited on account of the
Participant in the equivalent dollar amount that would be paid as a dividend on the number of
Shares subject to the RSU Award that are outstanding as of the record date for such dividend
(“Dividend Equivalents”). The Dividend Equivalents shall be subject to vesting on the same basis
as the underlying RSUs to which the Dividend Equivalent relates, and shall be paid to the
Participant in cash at the same time as the underlying RSUs in accordance with Section 5 hereof.



Section 5. Payment of Award. Subject to any deferral election of the Participant in
accordance with Section 6 hereof, payment of vested RSUs (and any Dividend Equivalents relating to
such vested RSUs) shall be made within 15 days following the occurrence of the vesting date or
accelerated vesting and payment date as set forth in Section 2 or 3 hereof, as applicable. The
RSUs shall be paid 100% in Shares. Participant shall be entitled to the payment within 15 days of
the applicable date, regardless of whether Participant continues to satisfy all conditions that
applied to the vesting of the RSUs (such as continued service on the Board) on the actual date of
payment.



Section 6. Election to Defer Payment. The Participant shall have the right to elect a
deferral of the timing of payment to be made with respect to the Participant’s RSUs. Any such


 


 









 






election shall be made not later than the date hereof and shall be irrevocable when made.
The terms of such deferral shall be in accordance with the elections of the Participant set forth
on the “RSU Deferral Election Form” attached as Exhibit A to this Award Agreement. In the event
that the RSUs become payable as a result of an accelerated vesting and payment date under Section 3
hereof, the terms thereof shall apply and the RSUs shall become payable in accordance therewith in
lieu of any deferral payment election.



Section 7. Section 409A Compliance. It is intended that the terms of this RSU Award
will comply with Section 409A of the Code to the extent applicable, and will be interpreted and
construed in a manner consistent with such intent. Any payment under the RSU Award that is to be
made hereunder as a result of the Participant’s termination of service must satisfy the
requirements for a “separation from service” within the meaning of Section 409A of the Code.



Section 8. Restrictions on Transfer. Except as provided in Section 10.6 of the Plan,
neither this RSU Award nor any RSUs covered hereby may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution,
other than to Company as a result of forfeiture of the RSUs as provided herein.



Section 9. No Voting Rights. The RSUs granted pursuant to this Award, whether or not
vested, will not confer any voting rights upon the Participant, unless and until the Award is paid
in Shares.



Section 10. Award Subject to Plans. This RSU Award is subject to the terms of the
Plan, the terms and provisions of which are hereby incorporated by reference. In the event of a
conflict or ambiguity between any term or provision contained herein and a term or provision of the
Plan, the Plan will govern and prevail.



Section 11. Changes for Corporate Events. The RSUs under this RSU Award shall be
subject to the provisions of Section 10.13 of the Plan relating to adjustments by the Board as a
result of certain Corporate Events.



Section 12. Governing Law. This Award Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to the choice of law
principles thereof.



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IN WITNESS WHEREOF, the parties have executed this Award as of the date first written above.



	 	 	 	 	 
	 	RCN CORPORATION
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARTICIPANT
 	 
	 	 	 
	 	 	Name:  	 	 




 


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