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EXHIBIT 99.3
FORM OF RHYTHMS NETCONNECTIONS INC. NOTICE OF STOCK AWARD
UNDER THE 2000 STOCK AWARD PLAN
RHYTHMS NETCONNECTIONS INC.
NOTICE OF STOCK AWARD
UNDER THE 2000 STOCK AWARD PLAN
Notice is hereby given of the following stock award (a "STOCK AWARD") to
acquire shares of the common stock ("COMMON STOCK") of Rhythms NetConnections
Inc. (the "CORPORATION") pursuant to the terms of the Corporation's 2000 Stock
Award Plan (the "PLAN"):
GRANTEE:
PURCHASE PRICE: $0 per share
NUMBER OF STOCK AWARD SHARES: ____________________________________ shares
VESTING SCHEDULE: The Stock Award shares shall vest according to the
following schedule ("VESTING SCHEDULE"):
- [EMPLOYEES HIRED PRIOR TO MAY 5, 2000 IN THE MONTHS OF MAY, JUNE,
JULY, AUGUST OR SEPTEMBER OF ANY YEAR PRIOR TO 2000: (a) fifty percent
(50%) of the your Stock Award shares shall vest on September 15, 2000, and
(b) the remaining fifty percent (50%) of your Stock Award shares shall vest
on September 15, 2001.]
- [ALL OTHER EMPLOYEES: (a) fifty percent (50%) of your Stock Award
shares shall vest on the 15tht day of your first Anniversary Month, as
defined below, occurring after the date of grant of your Stock Award and
(b) the remaining fifty percent (50%) of your Stock Award shares shall vest
on the 15th day of your second Anniversary Month after the date of grant of
your Stock Award.]
The term "ANNIVERSARY MONTH" means the same month each year as the month in
which your employment commenced (or commences) with the Corporation, as
shown in the Corporation's records.
All unvested Stock Award shares shall be forfeited back to the Corporation
effective on the date of Grantee's cessation of Service.
Grantee understands and agrees that this Stock Award is granted subject to
and in accordance with the terms of the Plan. Grantee agrees to be bound by the
terms of the Plan attached hereto as EXHIBIT A and the terms of the Stock Award
as set forth in the Stock Award Agreement attached hereto as EXHIBIT B.
Nothing in this Notice or in the attached Stock Award Agreement or in the
Plan shall confer upon Grantee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or
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retaining Grantee) or of Grantee, which rights are hereby expressly reserved by
each, to terminate Grantee's Service at any time for any reason, with or without
cause.
Capitalized terms used in this Notice and not otherwise defined have the
meanings given to them in this Notice, the Stock Award Agreement or Plan, as the
case may be.
DATED:
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RHYTHMS NETCONNECTIONS INC.
By:
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Title:
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GRANTEE
Address:
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ATTACHMENTS
EXHIBIT A - PLAN
EXHIBIT B - STOCK AWARD AGREEMENT
