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EXHIBIT 99.3
FORM OF RHYTHMS NETCONNECTIONS INC.'S
NOTICE OF STOCK AWARD UNDER THE
AMENDED AND RESTATED 2000 STOCK AWARD PLAN
Notice ("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 Amended and Restated 2000 Stock Award Plan (the "PLAN"):
GRANTEE:________________________________________________
AWARD DATE:_____________________________________________
PURCHASE PRICE: $0 per share
NUMBER OF STOCK AWARD SHARES:________________ shares of Common Stock
VESTING SCHEDULE: The Stock Award shares shall vest according
to the following schedule ("VESTING SCHEDULE"):
[TO BE PROVIDED BY THE PLAN ADMINISTRATOR]
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
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.
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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 - AMENDED AND RESTATED 2000 STOCK AWARD PLAN
EXHIBIT B - STOCK AWARD AGREEMENT
