Exhibit 10.2


    
      

    


    EXHIBIT
      10.2

    


    SEPARATION
      AND RELEASE AGREEMENT

    


    This
      Separation and Release Agreement is entered into this 4th of August, 2006 by
      and
      between RCN Corporation, a Delaware corporation (together with its Affiliates,
      the “Company”),
      and
      Joseph Sorresso (the “Executive”).
      The
      parties may individually be referred to herein as a “Party” and collectively as
      the “Parties.”

    


    WHEREAS,
      the Company has determined to restructure its management of certain functions,
      including the elimination of the position currently occupied by Executive;
      and

    


    WHEREAS,
      the Parties desire to effect the separation of Executive from the Company in
      a
      manner consistent with such management reorganization and on the terms and
      conditions set forth more fully herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing, of the mutual promises herein
      contained, and of other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties hereto, intending
      legally to be bound, hereby agree as follow.

    


    1.    
Separation
      Date.
      The
      Executive’s employment with the Company shall terminate effective as of July 7,
      2006 (the “Separation
      Date”).

    


    2.    
Separation
      Payments and Benefits.
      As
      consideration for the Executive’s execution of this Agreement and the
      Executive’s compliance with the terms, conditions, and obligations set forth
      herein, the Company shall provide Executive with the benefits set forth
      below.

    


    (a)   Severance.
      At the
      next date for payment of regular payroll to the Company’s employees following
      the execution date hereof and the expiration of any applicable period for
      revocation under Section 6(k) (the “Payment
      Date”),
      the
      Company shall make a one-time, lump sum cash payment to Executive (the
“Severance
      Payment”)
      in the
      gross amount of $92,500.00, which will be subject to customary withholding
      for
      Federal, state and local taxes (an amount equal to six months of Executive’s
      base salary as of the date of this Agreement), subject to further reduction
      pursuant to Section 2(c).

    


    (b)   Prorated
      Bonus.
      In
      addition to the Severance Payment, the Company shall pay to Executive the
      prorated portion of annual bonus pursuant to the Company’s 2006 Short Term
      Incentive Plan (the “Bonus
      Plan”)
      attributable to Executive’s employment with the Company for the period from
      January 1, 2006 through the Separation Date (the “Bonus
      Payment”).
      The
      parties agree and acknowledge that Executive’s target annual bonus under the
      Bonus Plan attributable to fiscal 2006 was 35% of Executive’s base salary. The
      Bonus Payment shall be paid by the Company to the Executive at the time that
      the
      Company generally makes payments to the employees of the Company under the
      Bonus
      Plan.


    
      
        
        

      

      
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    (c)   Continuation
      of Benefits.
      The
      Company will continue the Executive’s participation in all medical, dental, and
      vision benefit plans in which Executive is enrolled as of the Separation Date
      for a period ending on January 31, 2007 (the “Benefits
      Expiration Date”).
      In
      addition, the Company will permit Executive to continue participation in any
      Company life insurance program in which Executive participates as of the
      Separation Date through the Benefits Expiration Date. All benefits provided
      to
      Executive under this Section 2(c) shall be on the same terms and conditions
      as
      if Executive were still employed by the Company, except that Executive’s
      continued employment by the Company shall not be a condition to receiving such
      benefits. Executive’s aggregate portion of the costs for any such continued
      benefits through the Benefits Expiration Date shall be deducted in a lump sum
      from the Severance Payment. Notwithstanding the foregoing, the rights to receive
      any and all benefits under this Section 2(c) shall immediately terminate upon
      the Executive becoming eligible for medical benefits in connection with
      full-time employment after the Separation Date, and no amounts deducted from
      the
      Severance Payment in respect of this Section 2(c) shall be payable to Executive
      at such time.

    


    (d)   Equity
      Compensation.
      All
      vested options to purchase the Company’s common stock, $0.01 par value per share
      (the “Options”)
      made
      to Executive pursuant to the 2005 Stock Compensation Plan (the “Plan”)
      shall
      remain outstanding under their current terms and conditions through December
      31,
      2006 (the “Options
      Cancellation Date”),
      except that the Executive remaining an employee of the Company shall not be
      a
      condition to the continued effectiveness of such awards under the Plan through
      the Options Cancellation Date; provided,
      however,
      that
      any unvested Options granted to Executive under the Plan shall immediately
      be
      cancelled on the Separation Date, and be of no further force and effect. Any
      vested, unexercised, Options awarded to Executive under the Plan and outstanding
      following the Options Cancellation Date will no longer be exercisable as of
      the
      Options Cancellation Date and shall be cancelled and of no further force or
      effect. Notwithstanding the foregoing, Executive shall not exercise any stock
      options nor trade any shares of the Company’s Common Stock until August 12,
      2006.

    


    (e)   Accrued
      Benefits.
      The
      Company shall pay Executive on the Payment Date in cash the value of any accrued
      and unused vacation time, commissions, and business expenses.

     

    
      
        
        

      

      
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      3.    
Release
        and Waiver.
        

       

    

    
      (a)   Executive,
        of Executive’s own free will, hereby voluntarily waives, releases and forever
        discharges the Company and its Affiliates, and their directors, members,
        managers, officers, employees and agents (the “Released
        Parties”)
        of and
        from any and all actions or causes of action, suits, grievances, claims,
        debts,
        charges, complaints, contracts (whether oral or written, express or implied,
        from any source, other than this Agreement), claims for recall or reinstatement
        and promises, whatsoever, in law or equity, which Executive, or Executive’s
        heirs, executors, administrators, successors and assigns, may have, or may
        have
        knowledge of or may be charged with knowledge of, as of the date of this
        Agreement for, upon, or by reason of any matter, cause or thing whatsoever
        including, but not limited to, any and all matters arising out of Executive’s
        employment by the Company, the termination of said employment, or any of
        the
        rights, duties, obligations or liabilities, if any, of the Parties under
        that
        certain employment letter, dated January 4, 2005, including, but not limited
        to,
        any violation of (i) the following Federal statutes, as amended: Title VII
        of
        the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the
        United States Code; the Employee Retirement Income Security Act of 1974;
        the
        Vocational Rehabilitation Act of 1973; the Age Discrimination in Employment
        Act
        of 1967; the Older Workers Benefit Protection Act of 1990; the Family and
        Medical Leave Act; the WARN Act; and the Americans with Disabilities Act
        of
        1990, (ii) the following state statutes, as applicable: the Pennsylvania
        Human
        Relations Act, 43 P.S. §§951, et seq.; the New Jersey Conscientious Employee
        Protection Act, N.J.S.A. 34:1-1, et seq.; the New Jersey Law Against
        Discrimination, N.J.S.A. 10:5-1, et seq.; the California Fair Employment
        and
        Housing Act, Cal. Govt. Code §§12940, et seq.; Article 49B of the Annotated Code
        of Maryland, Massachusetts Fair Employment Practices Act, G.L.C. 151B; New
        York
        Human Rights Law, N.Y. Exec. Law §§291, et seq.; D.C. Human Rights Act, D.C.
        Code §§1-2500, et seq.; Virginia Human Rights Act, Va. Code §§2.1-715, et seq.;
        Illinois Human Rights Act, Ill. Stat. Ch. 775, §§1-101-9-102, (iii) any other
        Federal, state or local labor, whistleblower, wage and hour or human rights
        law,
        and (iv) any other alleged violation of any local, state or Federal law,
        regulation or ordinance and/or public policy, contract, tort or common law
        having any bearing whatsoever on the terms and conditions and/or cessation
        of
        Executive’s employment with the Company that Executive ever had, now has or may
        have as of the date of execution of this Agreement. 

       

    

    (b)   Executive
      understands and agrees that this Agreement affects a general release, including
      with respect to claims, if any, that Executive may have against Company and
      that
      the Executive is unaware of as of the date of this Agreement. Executive hereby
      waives all claims, if any, that Executive may have and that Executive does
      not
      now know, or suspect to exist, against the Released Parties and agrees that
      this
      Agreement extinguishes those claims.

    


    4.    
Representations
      and Warranties.
      Executive hereby represents and warrants to the Company as follows:

    


    (a)   Review
      of Agreement.
      Executive has been afforded a period of forty-five (45) days from the date
      of
      delivery of this Agreement to Executive to (i) read and consider the terms
      set
      forth in the Agreement, sign, date, and return it to the Company, and (ii)
      consider the data, available from the Company’s Human Resources department,
      relating to the age and title of the other Company employees who have been
      separated in connection with the management restructuring referenced in the
      Recitals. Executive has carefully considered the terms and conditions contained
      in this Agreement and Executive understands that this Agreement compromises,
      settles, bars and waives any and all claims and grievances that the Executive
      may have or could possibly have against the Released Parties as of the date
      of
      this Agreement.

     

    
      
        
        

      

      
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    (b)   Representation
      of Counsel.
      Executive has been encouraged by the Company to consult with and seek the advice
      of an attorney in connection with his review and execution of this
      Agreement.

    


    (c)   Early
      Execution.
      In the
      event that the Executive has executed this Agreement prior to the expiration
      of
      the forty-five (45) day period following the date of delivery of this Agreement
      to Executive, Executive agrees and acknowledges that such decision was entirely
      voluntary and was not compelled, and that he had the opportunity to consider
      this Agreement for the entire forty-five (45) day period referenced in Section
      4(a).

    


    (d)   Claims.
      Executive represents and warrants that, at the time of the signing of this
      Agreement, he has not filed, caused to be filed, or permitted to be filed on
      Executive’s behalf, any charge, grievance, complaint, suit or action before any
      federal, state or local administrative agency or court, including, but not
      limited to, a discrimination claim or workers compensation claim, against any
      of
      the Released Parties. Executive agrees that he will not submit this Agreement
      as
      evidence of any kind of liability by any of the Released Parties, and that
      this
      Agreement is not relevant or material with respect to any issue of wrongdoing
      or
      liability on the part of any of the Released Parties.

    


    (e)    Inventions.
      Executive has communicated to the Company all inventions, discoveries, concepts
      and ideas, whether patentable or not, including but not limited to hardware
      and
      apparatus, processes and methods, formulas, computer programs and techniques,
      as
      well as improvements thereof and knowledge related thereto conceived, completed,
      or reduced to practice (whether solely by Executive or jointly with others)
      during the period of Executive’s employment by the Company, that are (i) related
      to the present or prospective business of the Company, (ii) the result of
      Executive’s use of the Company’s equipment, facilities, materials or personnel,
      or (iii) the result from any work of Executive on behalf of the Company
      (collectively, the “Developments”).

    


    (f)    Return
      of Company Property.
      Executive acknowledges that he has returned to the Company, or has made
      arrangements to return, any and all of the Company’s personal property used
      during Executive’s employment including, without limitation, the Company’s files
      and documents, whether stored in electronic format or in hard copy, (including
      sales or prospect lists), portable telephones, access cards, office keys,
      laptops, Blackberries, calling cards, credit cards, Palm Pilots, and
      pagers.

    


    (g)   Withholding.
      Executive acknowledges and agrees that the Company may withhold any amounts
      from
      the Severance Payment (as adjusted) or any other payments made to Executive
      hereunder pursuant to any applicable Federal, state, or local tax withholding
      laws, rules, or regulations, or pursuant to any other applicable
      law.


    
      
        
        

      

      
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    (h)   Obligations.
      Executive understands and agrees that he would not receive the consideration
      referred to in Section 2 except for Executive’s execution of this Agreement and
      compliance with the covenants and obligations set forth herein. Neither the
      entering into of this Agreement nor anything contained herein shall in any
      way
      be construed or considered to be an admission by the Company of non-compliance
      with any law or admission of any wrongdoing whatsoever.

    


    (i)    Validity
      of Agreement.
      Executive agrees that this Agreement will not be the subject of any claim of
      mistake of fact or duress. Having elected to execute this Agreement and to
      comply with the obligations set forth herein, Executive freely and knowingly,
      and after due consideration, has entered into this Agreement intending to waive,
      settle, and release all claims Executive has against the Company through the
      date of this Agreement. 

    


    5.    
Covenants.
      The
      Company and Executive, as applicable, hereby covenant and agree as set forth
      below.

    


    (a)   Nonsolicitation.
      Executive agrees that, for a period of two (2) years following the Separation
      Date, he shall not (i) hire, attempt to hire, recruit, solicit, persuade, assist
      in the hiring of, or entice away from the Company any individual who is (or
      was
      at any time in the preceding six (6) months prior to such solicitation) an
      employee of the Company or an exclusive consultant to the Company, unless such
      individual was involuntarily terminated by the Company, or (ii) otherwise
      interfere with the Company’s employment or consulting relationship with another
      individual. 

    


    (b)   Noncompetition.
      Executive agrees for a period of six (6) months following the Separation Date
      not to accept employment with, perform consulting services for, or otherwise
      contribute any of his knowledge, directly or indirectly, to any Multiple Systems
      Operator (“MSO”)
      or
      Regional Bell Operating Company (“RBOC”)
      each
      as such terms are commonly understood in the telecommunications and cable
      television industries; provided, however, that Executive shall be permitted
      to
      accept employment with such MSO or RBOC if he his employment or consulting
      services relate solely to operations that do not compete with the Company in
      any
      of the Company’s geographic markets as of the date hereof; provided, further,
      that Executive may accept employment with a consulting firm that provides
      consulting services to such MSO or RBOC so long as Executive performs his
      obligations under Sections 5(a) and 5(d) during the entire period of such
      consultancy. Notwithstanding the foregoing, Executive may accept employment
      that
      would otherwise breach the provisions of the preceding sentence if Executive
      obtains the prior written consent of the Chief Executive Officer, Chief
      Financial Officer or General Counsel of the Company, which consent shall have
      been deemed to have been given if a representative of the Company fails to
      respond to Executive within five (5) Business Days of Company’s receipt of
      written notice of such request.

    


    (c)    Inventions
      Assignment.
      Executive hereby assigns to the Company Executive’s entire right, title and
      interest in and to any Developments and all copyrights in any such Developments,
      and Executive agrees to execute any documentation that Company deems necessary
      or advisable to secure Company’s rights in any such Developments and to
      cooperate with Company to defend Company’s rights in any such
      Developments.


    
      
        
        

      

      
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    (d)   Confidentiality.
      Executive agrees not to at any time divulge to any person, firm, corporation
      or
      other entity (other than the Company in connection with the performance of
      his
      obligations hereunder) information that is not in the public domain and that
      was
      received by the Executive during the period of his employment by the Company
      with regard to the Company’s customers, prospects, pricing, marketing
      information, personnel matters, financial matters, business accounts and
      records, corporate documentation or structure, business strategy or any other
      information relating to the affairs of the Company in any manner whatsoever,
      and
      all such information will be kept confidential by Executive and will not be
      revealed, except as required by applicable law, to anyone without the prior
      written approval of the Chief Executive Officer of the Company. In the event
      that Executive is required to disclose any such information in accordance with
      applicable law, Executive shall use his best efforts to provide written notice
      to the Company of the required disclosure and permit the Company the opportunity
      to contest such disclosure or seek a protective order with respect to such
      proposed disclosure. In addition, unless otherwise disclosed by the Company,
      this Agreement, its existence and its terms and conditions shall be kept
      confidential by Executive at all times, except for disclosure to attorneys,
      tax
      advisors, and other professional advisors in connection with the negotiation
      and
      implementation of its terms.

    


    (e)   Nondisparagement.
      Executive agrees that he shall not, directly or indirectly, disparage (in
      writing or orally) the Company or any of its officers, directors, employees,
      shareholders, lenders, or agents, nor shall the Executive make any public
      comment regarding the Company without the prior written consent of the Company’s
      Chief Executive Officer; provided, however, that the inclusion in any publicly
      available biographical statements pertaining to Executive of a description
      of
      Executive’s title, responsibilities, and accomplishments while employed with the
      Company shall not be a breach of this Section 5(e). In addition, Executive
      shall
      not, for a period of two (2) years following the Separation Date, communicate
      with any employee, creditor, stockholder, director, or prospective acquirer
      of
      the Company’s assets or securities with the express or implied purpose of (i)
      disparaging the Company or any of its officers, directors, employees,
      shareholders, lenders, or agents, or (ii) generating or augmenting employee
      or
      employees’ dissatisfaction with the Company or its business.

    


    (f)    Transition
      Plan.
      Executive will promptly provide to the Company a complete itemization and
      description of matters and projects that have been managed by Executive and
      that
      are in progress as of the Separation Date, along with reference to the other
      Company employees involved in such projects (the “Transition
      Memorandum”).
      Executive shall also promptly prepare evaluations of each of Executive’s direct
      reports for the first two quarters of 2006 in accordance with the Company’s
      customary employee evaluation practices. The Company shall provide Executive
      with the resources (computer access, printer, etc.) adequate to fulfill his
      responsibilities under this Section 5(f). Executive agrees to be reasonably
      available for sixty (60) days following the Separation Date to consult with,
      cooperate with, and provide information to the Company regarding any matter
      in
      which Executive was involved during his employment with the Company, and to
      update the Transition Memorandum as needed during such period. 


    
      
        
        

      

      
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    (g)   Job
      Performance Documentation.
      Upon
      request, the Company will provide to Executive a written performance evaluation
      relating to the most recent fiscal year, or portion of a fiscal year, that
      Executive was employed by the Company, in a form and to the extent consistent
      with Company’s past employment evaluation practices.

    


    (h)   Cooperation.
      For a period of three (3) years after the Separation Date, Executive agrees
      that
      he shall fully cooperate with the Company with respect to any litigation in
      which the Company may become involved in the future, and to make himself
      reasonably available, upon the request of the Company, to provide truthful,
      accurate, and complete information at interviews, depositions, and court
      appearances. The Company agrees to reimburse Executive for any reasonable
      business expenses associated with such cooperation.

    


    (i)    COBRA.
      Beginning on the date that the Company no longer provides the benefits set
      forth
      in Section 2(c), the Executive shall be eligible for health insurance coverage
      pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act
      of
      1985 (“COBRA”).

    


    (j)    Travel
      and Expense Reimbursement.
      Executive agrees to submit all applicable requests for reimbursement of travel
      and other expenses incurred by Executive prior to the Separation Date within
      thirty (30) days following the Separation Date, and the Company shall thereafter
      promptly reimburse Executive for such expenses in accordance with its customary
      expense reimbursement practices. Executive agrees that he shall not be entitled
      to reimbursement for any expenses unless a request for such reimbursement has
      been submitted within the period set forth in this Section 5(i).

     

    (k)   Expenses.
      To the
      extent permitted by law, Executive expressly agrees that, if the Company
      complies with the material terms of the Agreement and the Executive nevertheless
      commences a legal action against the Company, Executive shall (i) be obligated
      to return to the Company the full amount of the Severance Payment, the Bonus
      Payment, and the value of any and all benefits conferred upon Executive
      hereunder, and (ii) and all indemnify the Company for the full and complete
      costs, including reasonable attorneys’ fees (whether incurred in a third party
      action or in an action to enforce this Agreement), court costs, and other
      related expenses. 

    


    6.    
Miscellaneous.

    


    (a)   Severability.
      In the
      event that any provision of this Agreement is challenged by the Executive or
      his
      representatives and declared illegal or unenforceable by any court of competent
      jurisdiction and cannot be modified to be enforceable, such provision shall
      immediately become null and void, leaving the remainder of the Agreement in
      full
      force and effect. If as a result of such challenge, however, any portion of
      the
      general release language found generally (but not only) in Section 3 of this
      Agreement is ruled to be unenforceable, Executive agrees that he shall repay
      to
      the Company the Severance Payment, the Bonus Payment, and value of any and
      all
      benefits conferred upon Executive hereunder, and the Company shall have no
      further obligations under this Agreement.


    
      
        
        

      

      
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    (b)   Public
      Disclosure.
      Executive understands and agrees that the Company may be obligated under
      applicable Federal securities laws to publicly disclose the separation of
      Executive from the Company, including the possible disclosure of this Agreement,
      and the Executive hereby consents to any such disclosure, the scope and content
      of which shall be in the Company’s sole discretion.

    


    (c)    Injunctive
      Relief.
      The
      Executive acknowledges that monetary damages would be insufficient to compensate
      the Company in the event of breach or threatened breach of any of the provisions
      of this Agreement. Should Executive violate or threaten to violate any of the
      provisions of this Agreement, the Company will be entitled to an injunction
      to
      stop the Executive from continuing such breach or threatened breach.


    


    (d)   Governing
      Law.
      The
      Parties agree, notwithstanding applicable conflict of laws principles, that
      this
      Agreement shall be governed by the laws of the Commonwealth of
      Virginia.

    


    (e)   Venue;
      Jurisdiction; Waiver.
      The
      Parties agree that the proper venue for the enforcement of this Agreement will
      be the state courts of the Commonwealth of Virginia, and any Federal court
      located in the Commonwealth of Virginia, and the Parties hereby irrevocably
      agree to the jurisdiction of such courts in connection with any dispute arising
      from the terms of, or the performance or nonperformance of any of the
      obligations of the Parties arising under, this Agreement. EACH OF THE PARTIES
      HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RELATED
      INSTRUMENTS CONTEMPLATED HEREBY.

    


    (f)    Counterparts.
      This
      Agreement may be executed by the Parties in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (g)   Entire
      Agreement.
      This
      Agreement constitutes the entire agreement, and except as set forth in Section
      2(d), supersedes any and all prior agreements, and understandings, both written
      and oral, between the Parties hereto with to the subject matter hereof except
      as
      otherwise provided herein.

    


    (h)   Amendment.
      No
      provisions of this Agreement may be modified, waived, amended, or discharged
      unless agreed in writing by the Parties. 


    
      
        
        

      

      
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    (i)    Assignment.
      This
      Agreement shall be binding upon and shall inure to the benefit of each of the
      Parties, and their respective heirs, legatees, executors, administrators, legal
      representatives, successors and assigns.

    


    (j)    No
      Waiver.
      No
      waiver by either Party of any breach by the other Party shall be deemed a waiver
      of any similar or dissimilar breach of any provisions or conditions of this
      Agreement, whether occurring contemporaneously, in the past or at a subsequent
      time.

    


    (k)   Notice.
      FOR A
      PERIOD OF SEVEN (7) DAYS FROM THE DATE THAT EMPLOYEE SIGNS THIS AGREEMENT,
      EMPLOYEE MAY REVOKE THIS AGREEMENT BY NOTIFYING THE COMPANY IN WRITING OF THE
      EMPLOYEE’S INTENT TO DO SO. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR
      ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. THIS SEVEN (7) DAY PERIOD
      MAY NOT BE SHORTENED BY THE PARTIES, BY AGREEMENT OR OTHERWISE.

    


    


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    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      date
      first written above.

    


    


    


    
      	 	 	
              RCN
                CORPORATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Benjamin R. Preston 

            	 
	 	 	
              Name:  
                

            	
              Benjamin
                R. Preston

            	 
	 	 	
              Title:

            	
              SVP,
                General Counsel, & Secretary

            	 
	 	 	 	 	 
	 	 	
              Date:
                August 4, 2006

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              EXECUTIVE

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/
                Joseph Sorresso 

            	 
	 	 	
              Joseph
                Sorresso

            	 
	 	 	 	 	 
	 	 	
              Date:
                August 4, 2006

            	 


    

     

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