Exhibit 10.4


    
      

    


    EXHIBIT
      10.4

    


    RESTRICTED
      STOCK AGREEMENT

    


    pursuant
      to the

    


    RCN
      CORPORATION

    2005
      STOCK COMPENSATION PLAN 

    


    


    *
      * * * *

     

     

    Grantee:
      Michael
      T. Sicoli

    


    Grant
      Date: June
      6,
      2006

    


    Number
      of Shares of Restricted Stock Granted: 10,000

    


    


    *
      * * *
      *

    


     

    THIS
      RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of August 4, 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:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    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
                  March 31, 2007:

              	
                3,333
                  Shares

              


      

       

      
        	 	
                On
                  March 31, 2008:

              	
                3,333
                  Shares

              


      

       

      
        	 	
                On
                  March 31, 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) in
      accordance with the terms of the Grantee’s Employment Letter, dated as of May
      12, 2005.

    


    4.    
      Termination. 
      Subject to the terms of Paragraph 3, 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.
      

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.    
      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.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    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/
                Peter D. Aquino

            	 
	 	 	 	
              Peter
                D. Aquino

            	 
	 	 	 	
              President
                & Chief Executive Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              /s/
                Michael T. Sicoli

            	 
	 	 	
              Michael
                T. Sicoli