Exhibit
10.1

     


    ABOVENET,
INC.

     


    AMENDED
AND RESTATED

    2010
EMPLOYEE STOCK PURCHASE PLAN

    (as of
August 24, 2010)

    


    
      	
              1.

            	
              Purpose

            


    

    


    The
AboveNet, Inc. Amended and Restated 2010 Employee Stock Purchase Plan (the
“Plan”) is intended to provide a method whereby employees of AboveNet, Inc. (the
“Company”) and its Designated Subsidiaries will have an opportunity to acquire a
proprietary interest in the Company by the purchase of shares of the Company’s
Common Stock to be funded through payroll deductions.  The Plan is
intended to qualify as an “employee stock purchase plan” under Section 423 of
the Internal Revenue Code of 1986, as amended (the “Code”).  The
provisions of the Plan shall, accordingly, be construed in a manner consistent
with the requirements of that Section of the Code and applicable guidance and
regulations issued thereunder.

    


    
      	
              2.

            	
              Eligible
      Employees

            


    

    


    
      	
            	
              (a)

            	
              All
      Employees of the Company and any of its Designated Subsidiaries (each such
      entity being referred to as a “Participating Employer”) who have completed
      at least ninety (90) days of employment with a Participating Employer on
      or before the first day of the applicable Offering Period (as defined in
      Section 4 below) shall be eligible to receive Options under this Plan to
      purchase the Company’s Common
Stock.

            


    

    


    
      	
            	
              (b)

            	
              Notwithstanding
      the foregoing, the following Employees shall not be eligible to
      participate in the Plan or any Offering under the Plan, as
      applicable:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      Employee who, immediately after the Option is granted, would own Common
      Stock and/or outstanding options to purchase Common Stock possessing five
      (5%) percent or more of the total combined voting power or value of all
      classes of stock of the Company or of its parent corporation or subsidiary
      corporation as the terms “parent corporation” and “subsidiary corporation”
      are defined in Sections 424(e) and (f) of the Code.  For
      purposes of determining stock ownership under this paragraph, the rules of
      Section 424(d) of the Code shall apply and stock that an Employee may
      purchase under outstanding options shall be treated as stock owned by the
      Employee; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      officers of the Company or its Designated Subsidiaries subject to the
      disclosure requirements of Section 16(a) of the Securities Exchange Act of
      1934, provided the exclusion is applied in an identical manner to all such
      officers; and

            


    

    


    
      	
            	
              (iii)

            	
              employees
      who are citizens or residents of a foreign jurisdiction if the grant of an
      Option under the Plan or an Offering to such individual is prohibited
      under the laws of the foreign jurisdiction; or compliance with the laws of
      the foreign jurisdiction would cause the Plan or Offering to violate the
      requirements of Section 423 of the
Code.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     


    
      
        	
                3.

              	
                Stock
      Subject to the Plan

              


      

    

    


    The stock
available for purchase hereunder shall be shares of the Company’s authorized but
unissued Common Stock or Common Stock reacquired by the Company, including
shares repurchased by the Company in the open market.  The aggregate
number of shares that may be issued pursuant to the Plan is 300,000, subject to
increase or decrease by reason of stock split-ups, reclassifications, stock
dividends, and the like.  If the number of shares of Common Stock
reserved and available for any Offering Period (as defined below) is
insufficient to satisfy all purchase requirements for that Offering Period, the
reserved and available shares for that Offering Period shall be apportioned
among Participants in proportion to their Options.  If any Options
granted under the Plan shall for any reason terminate without having been
exercised, the shares of Common Stock not purchased under such Option shall
again become available for issuance under the Plan.

    


    
      
        	
                4. 

              	
                Offering Periods and
      Options

              


      

    

    


    
      	
            	
              (a)

            	
              While
      the Plan is in effect, one offering period during which payroll deductions
      will be accumulated under the Plan (the “Offering Period”) shall commence
      in each calendar year, unless otherwise determined by the
      Committee.  The Offering Period shall commence on January 16 and
      end on the following November 15, provided that, in 2010, the Offering
      Period shall commence on September 1, 2010 and end on November 15,
      2010.  The Committee may in its sole and absolute discretion
      provide for additional, fewer or other Offering Periods, provided that no
      Offering Period shall exceed twenty-seven (27) months or violate any other
      limitation imposed by Section 423 of the Code.  The Offering
      Commencement Date is the first day of each Offering Period.  The
      Offering Termination Date the last business day of the Offering
      Period.

            


    

    


    
      	
            	
              (b)

            	
              On
      each Offering Commencement Date, the Company will grant to each Eligible
      Employee who is then a Participant in the Plan an Option to purchase on
      the Offering Termination Date at the Option Exercise Price, as provided in
      this paragraph (b), that number of whole shares of Common Stock reserved
      for the purpose of the Plan which his or her accumulated payroll
      deductions determined on the Offering Termination Date (including any
      amount carried forward pursuant to Section 8 hereof) will purchase at the
      Option Exercise Price; provided that such Employee remains eligible to
      participate in the Plan throughout such Offering Period.  The
      Option Exercise Price for each Offering Period shall be eighty-five
      percent (85%) of the Fair Market Value of the Common Stock on (i) the
      Offering Commencement Date or (ii) the Offering Termination Date,
      whichever is lower.  In the event of an increase or decrease in
      the number of outstanding shares of Common Stock through  stock
      split-ups, reclassifications, stock dividends, and the like, an
      appropriate adjustment shall be made in accordance with the provisions of
      Section 23.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     


    
      	
            	
              (c)

            	
              For
      purposes of this Plan, the term “Fair Market Value” on any date means, if
      the Common Stock is listed on a national securities exchange, the closing
      price of the Common Stock on such date on such exchange or, if the Common
      Stock is traded in the over-the-counter securities market and reported on
      the over-the-counter bulletin board market (“OTCBB”), the closing price
      for such shares on the OTCBB.  If no shares of Common Stock are
      traded on the Offering Commencement Date and/or the Offering Termination
      Date, the Fair Market Value will be determined by taking the closing price
      on the immediately preceding business day on which shares of Common Stock
      are traded.

            


    

    


    
      	
            	
              (d)

            	
              For
      Purposes of this Plan the term “business day” as used herein means a day
      on which there is trading on the national securities exchange on which the
      Common Stock is listed.

            


    

    


    
      	
            	
              (e)

            	
              No
      Employee shall be granted an option that permits his right to purchase
      Common Stock under the Plan and any other Section 423 plans of the Company
      or any parent or subsidiary corporations to accrue at a rate that exceeds
      $25,000 of Fair Market Value of such stock (determined as of the Offering
      Commencement Date) for each calendar year in which such option is
      outstanding at any time.  The preceding sentence shall comply,
      and be construed in accordance, with Section 423(b)(8) of the Code and
      regulations issued thereunder.

            


    

    


    Except as
otherwise provided in applicable regulations or other applicable guidance, all
Employees granted Options under the Plan shall have the same rights and
privileges with respect to such Options.  The provisions applicable to
one Option under an Offering (such as the provisions relating to the method of
payment for the Common Stock and the determination of the Option Exercise Price)
must apply to all other Options under the Offering in the same
manner.

    


    
      	
              5.

            	
              Exercise of
      Option

            


    

    


    Each
Eligible Employee who continues to be a Participant in the Plan on the Offering
Termination Date shall be deemed automatically to have exercised his or her
Option on such date and shall be deemed to have purchased from the Company such
number of whole shares of Common Stock reserved for the purpose of the Plan as
his or her accumulated payroll deductions on such date, plus any amount carried
forward pursuant to Section 8 hereof, will purchase at the Option Exercise
Price, but in no event may an Employee purchase more than 100 shares of Common
Stock with respect to the 2010 Offering Period and no more than 200 shares of
Common Stock with respect to any subsequent Offering Period(s) in a subsequent
calendar year, subject to the further limitations set forth in Section
4(e).  If a Participant is not an Employee on the Offering Termination
Date and throughout the Offering Period, he or she shall not be entitled to
exercise his or her Option.  All Options issued under the Plan shall,
unless exercised as set forth herein, expire at the end of the Offering
Termination Date with respect to the Offering Period during which such Options
were issued.

      

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     


    
      	
              6.

            	
              Authorization for
      Entering Plan

            


    

    


    
      	
            	
              (a)

            	
              An
      Eligible Employee may enter the Plan and become a Participant by filling
      out, signing and delivering to the Chief Financial Officer of the Company
      or his designee an authorization
  (“Authorization”):

            


    

    


    
      	
               
      

            	
              (i)

            	
              stating
      the whole percentage or amount of Compensation to be deducted from his or
      her Compensation by the Company (or the Designated Subsidiary) employing
      such Participant on each payday covering the Offering
    Period;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              authorizing
      the purchase of Common Stock for him or her in each Offering Period on the
      Offer Termination Date in accordance with the terms of the
      Plan;

            


    

     

    
      	
            	
              (iii)

            	
              specifying
      the exact name in which Common Stock purchased for him or her is to be
      issued in accordance with Section 11 hereof;
and

            


    

     

    
      	
            	
              (iv)

            	
              at
      the discretion of the Employee in accordance with Section 14, designating
      a beneficiary who is to receive any Common Stock and/or cash in the event
      of his or her death.

            


    

    


    Such
Authorization must be received by the Chief Financial Officer of the Company or
his designee at least ten (10) business days or such shorter time period as
determined by the Company in its sole discretion before an Offering Commencement
Date.

    


    
      	
            	
              (b)

            	
              The
      Participating Employer will accumulate and hold for the Participant’s
      Account the amounts deducted from his or her Compensation.  Such
      Account shall be a separate bookkeeping account maintained by the
      Participating Employer for each Participant, and the amount of each
      Participant’s payroll deductions shall be credited to such
      Account.  No interest will accrue or be paid
      thereon.  Participants may not make any separate contributions
      into their Account.  Payroll deductions shall not be held in any
      segregated trust fund and may be commingled with the general assets of the
      Participating Employer and used for general corporate
      purposes.

            


    

    


    
      	
            	
              (c)

            	
              Unless
      the Participant files a new Authorization (in accordance with Section 9),
      withdraws from the Plan, ceases to be an Eligible Employee or terminates
      his or her employment, such Authorization will continue in effect for each
      subsequent Offering Period as long as the Plan remains in
      effect.

            


    

    


    
      	
              7.

            	
              Maximum Amount of
      Payroll Deductions

            


    

    


    
      A
Participant may authorize payroll deductions from his or her Compensation in
effect during an Offering Period; provided that the maximum percentage or amount
shall not exceed the amount set forth in Section 4(e) hereof and shall be
reduced, as necessary, to comply with such limit.  If, after giving
effect to other authorized payroll deductions, the Participant does not have a
sufficient amount of Compensation available to cover the full amount of his or
her elected payroll deduction for Common Stock purchases under the Plan, the
payroll deduction rate will be reduced to the amount available for that
applicable pay period or periods and the elected rate will be reinstated when/if
the Participant has the requisite amount of available Compensation to do so. The
Participant shall not be entitled to any accelerated or increased deduction
rates for any missed deductions.

       

        
          
             


          

          
            4

            
              

            

          

          
             


          

        
 

    

    
      
        	
                8.

              	
                Unused Payroll
      Deductions

              


      

    

    
      


    

    
      Only
whole shares of Common Stock may be purchased.  Any balance remaining
in a Participant’s Account after a purchase, which is insufficient to purchase a
whole share of Common Stock at the Option Exercise Price, will be reported to
the Participant and will, in the sole discretion of the Company, either be (i)
carried forward to the next Offering Period or (ii) refunded to the Participant
in the next applicable payroll period.  However, in no event will the
amount of the unused payroll deductions carried forward from a payroll period
exceed the Option Exercise Price per share for the preceding Offering
Period.  If for any Offering Period the amount of unused payroll
deductions should exceed the Option Exercise Price per share, the amount of the
excess for any Participant shall be refunded to such Participant, without
interest.

    

    
       


    

    
      	
              9.

            	
              Change in Payroll
      Deductions

            


    

    


    A
Participant may increase or decrease the amount of his or her payroll
deductions, effective with respect to the next Offering Period, by filling out,
signing and delivering to the Chief Financial Officer of the Company or his
designees a new Authorization at least ten (10) business days before the
commencement of such next Offering Commencement Date; provided, however, that upon
the consent of the Committee, a Participant may change his or her payroll
deduction at any time prior to the applicable Offering Commencement
Date.  An Employee may not increase or decrease his Payroll Deductions
with respect to an on-going Offering Period.

    


    
      	
              10.

            	
              Withdrawal from the
      Plan

            


    

    


    
      	
            	
              (a)

            	
              A
      Participant may withdraw from the Plan and withdraw all but not less than
      all of the payroll deductions credited to his or her Account under the
      Plan prior to an Offering Termination Date by delivering a notice to the
      Chief Financial Officer of the Company or his designee (a “Withdrawal
      Notice”) at least ten days prior to such Offering Termination Date, in
      which event the Company will promptly refund without interest the entire
      balance of such Employee’s deductions not theretofore used to purchase
      Common Stock under the Plan.

            


    

    


    
      	
            	
              (b)

            	
              If
      the Participant withdraws from the Plan, his purchase rights under the
      Plan will be terminated and no further payroll deductions will be
      made.  To re-enter the Plan, such an Employee must file a new
      Authorization at least ten (10) business days before the next Offering
      Commencement Date.  Such Authorization will become effective for
      the Offering Period that commences on such Offering Commencement
      Date.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     


    
      	
              11. 

            	
              Issuance of
      Stock

            


    

    


    The
Committee may in its sole discretion retain an Agent to act as the agent of the
Company with regard to the administration of the Plan.  As soon as
administratively feasible following Option exercise, the Committee shall cause
the Company to issue Common Stock in book entry form for the benefit of each
Participant and the Company and/or the Agent shall make an entry on its books
and records indicating that the shares of Common Stock purchased in connection
with such exercise have been duly issued to each
Participant.  Notwithstanding the foregoing, the Committee in its
discretion may instead deliver certificates representing the shares of Common
Stock issued to Participants. A Participant shall have the right at any time to
request in writing a certificate or certificates for all or a portion of the
whole shares of Common Stock purchased hereunder for his/her Account held in
book entry form.  Following receipt of such request, the Company or
the Agent shall cause the Company’s transfer agent to deliver such
certificate(s) to the Participant.  Common Stock purchased under the
Plan will be issued only in the name of the Participant or, if the Participant’s
Authorization specifies, in the name of the Participant and another person of
legal age (to hold property) as joint tenants with rights of
survivorship.

    


    The
Participant shall have no voting rights, or rights to dividends declared by the
Company in respect of any shares covered by his or her Options hereunder until
such Options have been exercised pursuant to the terms of the Plan.

    


    The
Committee, in its discretion, may impose restrictions on the transferability of
shares of Common Stock acquired pursuant to this Plan and may cause to be placed
on all stock certificates legends setting forth any such restrictions on
transferability instructing the transfer agent to notify the Company of any
transfer of such shares, and may require that any shares acquired pursuant to
the Plan be held in the Participants’ book Accounts until the expiration of any
restrictions.

    


    
      	
              12. 

            	
              No Transfer or
      Assignment of Employee’s
Rights

            


    

    


    Neither
payroll deductions credited to a Participant’s Account, nor any Options granted
to a Participant, may be transferred or assigned to, or availed of by, any other
person other than the Participant, except by will or the laws of descent and
distribution.  Any Option granted to an Employee may be exercised only
by him or her during his or her lifetime, except as provided in Section 13 in
the event of an Employee’s death.

    


    
      	
              13. 

            	
              Termination of
      Employee’s Rights

            


    

    


    
      	
            	
              (a)

            	
              Except
      as set forth in the last paragraph of this Section 13, an Employee’s
      rights under the Plan will terminate when he or she terminates employment,
      dies, or ceases to be an Eligible Employee.  A Withdrawal Notice
      will be considered as having been received from the Employee on the date
      his or her employment ceases, and all payroll deductions not used to
      purchase Common Stock will be
refunded.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     


    
      	
            	
              (b)

            	
              Upon
      termination of the Employee’s employment because of death, the Employee’s
      beneficiary (as provided in Section 14) shall have the right to elect, by
      written notice given to the Chief Financial Officer of the Company or his
      designee prior to the expiration of the thirty (30) day period (or such
      shorter period if the next Offering Termination Date is less than 30 days
      after the Employee’s death) commencing with the date of the death of the
      Employee, either (i) to withdraw without interest, all of the payroll
      deductions credited to the Employee’s Account under the Plan, or (ii) to
      exercise the Employee’s Option for the purchase of shares of Common Stock
      on the next Offering Termination Date following the date of the Employee’s
      death for the purchase of that number of whole shares of Common Stock
      reserved for the purpose of the Plan which the accumulated payroll
      deductions in the Employee’s Account at the date of the Employee’s death
      will purchase at the applicable Option Exercise Price (subject to the
      maximum number set forth in Section 5), and any excess in such Account
      will be returned to said beneficiary.  In the event that no such
      written notice of election shall be duly received by the Chief Financial
      Officer of the Company or his designee, the beneficiary shall
      automatically be deemed to have elected to withdraw the payroll deductions
      credited to the Participant’s Account at the date of the Participant’s
      death and the same will be paid promptly to said beneficiary, without
      interest.

            


    

    


    
      
        	
                14. 

              	
                Designation of
      Beneficiary

              


      

    

    


    A
Participant may file a written designation of a beneficiary who is to receive
any Common Stock and/or cash credited to his/her Account upon his or her
death.  Such designation of beneficiary may be changed by the
Participant at any time by written notice.  Upon the death of a
Participant and upon receipt by the Company of proof of the identity and
existence at the Participant’s death of a beneficiary validly designated under
the Plan, the Company shall deliver such Common Stock and/or cash to the
designated beneficiary or, if none, to the  executor or administrator
of the estate of the Participant, or if, to the knowledge of the Company, no
such executor or administrator has been appointed, the Company, in the
discretion of the Committee, may deliver such Common Stock and/or cash to the
spouse or to any one or more dependents of the Participant as the Committee may
designate.  No beneficiary shall, prior to the death of the
Participant by whom he or she has been designated, acquire any interest in the
Common Stock or cash credited to the Participant under the Plan.

    


    
      
        	
                15.

              	
                Termination and
      Amendments to Plan

              


      

    

    


    
      	
            	
              (a)

            	
              The
      Plan may be terminated at any time by the Company’s Board of
      Directors.  Upon such termination or any other termination of
      the Plan, all payroll deductions not used to purchase Common Stock will be
      refunded without interest.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     


    
      
        	
              	
                (b)

              	
                The
      Board of Directors reserves the right to amend the Plan from time to time
      in any respect; provided, however, that no amendment shall be effective
      without stockholder approval if the amendment would (a) increase the
      aggregate number of shares of Common Stock to be offered under the Plan
      (other than an increase merely reflecting a change in the number of
      outstanding shares, such as a stock dividend or stock split), or (b)
      change the designation of corporations whose Employees may be offered
      Options under the Plan, expressly provided, however, that the Committee
      may, without stockholder approval, designate participating subsidiaries
      and other affiliates in accordance with Section 18 including, without
      limitation, those corporations becoming affiliated with the Company after
      the adoption and approval of the Plan.  The Committee may also
      amend the Plan from time to time in a manner consistent with the Board’s
      power to amend, suspend or discontinue the
Plan.

              


      

    

    


    
      	
              16.

            	
              Sale of Stock
      Purchased Under the Plan and Tax
  Withholding

            


    

    


    
      	
            	
              (a)

            	
              Any
      Participant who sells or otherwise transfers shares purchased under the
      Plan within two (2) years after the beginning of the Offering Commencement
      Period in which the shares were purchased must, within thirty (30) days of
      such transfer notify the Chief Financial Officer of the Company or his
      designee in writing of such transfer, showing the number of such shares
      disposed of, and providing such additional information as the Company may
      require.

            


    

    


    
      	
            	
              (b)

            	
              To
      the extent that a Participant realizes ordinary income in connection with
      a sale or other transfer of any shares of Common Stock purchased under the
      Plan, the Company or other Participating Employer shall, to the extent
      required by applicable law, withhold amounts needed to cover such taxes
      from any payments otherwise due and owing to the Participant or from
      shares that would otherwise be issued to the Participant
      hereunder.

            


    

    


    
      	
              17.

            	
              Company’s Payment of
      Plan Expenses

            


    

    


    The
Company will bear all costs of administering and carrying out the Plan;
provided, however, that a Participant shall be solely responsible for brokerage
commissions related to his or her sales of shares of Common Stock acquired
hereunder.

    


    
      	
              18.

            	
              Participating
      Subsidiaries

            


    

    


    The term
“Designated Subsidiaries” shall mean those United States or foreign subsidiaries
of the Company designated by the Committee or the Board, whose Employees shall
be eligible to be granted Options under the Plan.  The Board or
Committee may designate a subsidiary, or terminate the designation of a
subsidiary, without the approval of the stockholders of the
Company.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     


    
      	
              19. 

            	
              Administration of the
      Plan

            


    

    


    
      	
            	
              (a)

            	
              The
      Plan shall be administered by the Compensation Committee of the Board of
      Directors.  No member of the Committee shall be eligible to
      participate in the Plan while serving as a member of the
      Committee.  The Committee shall have full authority
      to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              determine
      when and how Options shall be granted and the provisions of each
      Offering;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              designate
      from time to time which subsidiaries of the Company shall be eligible to
      participate in the Plan;

            


    

    


    
      	
            	
              (iii)

            	
              construe
      and interpret the Plan and Options granted under the
  Plan;

            


    

    


    
      	
            	
              (iv)

            	
              establish
      rules for the administration of the Plan and make administrative decisions
      regarding the Plan; and

            


    

    


    
      	
               
      

            	
              (v)

            	
              remedy
      any defect, or omission or inconsistency in the Plan in a manner and to
      the extent necessary or expedient to make the Plan fully
      effective.

            


    

    


    All
designations, determinations, interpretations, and other decisions made by the
Committee under or with respect to the Plan shall be final, conclusive, and
binding upon all persons, including the Company, any affiliate, any Participant,
any holder or beneficiary of any right of participation, and any employee of the
Company or of any affiliate.

    


    The
Committee may delegate any one or more of its administrative functions (other
than those set forth in (i) and (ii) above) to any individual(s) of its choice,
in which case the use of the term “Committee” when used in reference to such
functions under the Plan shall refer to such delegatee.

    


    
      	
            	
              (b)

            	
              Promptly
      after the end of each Offering Period, the Company shall prepare and
      distribute to each Participant in the Plan a report containing the amount
      of the Participant’s accumulated payroll deductions as of the Offering
      Termination Date, the Option Exercise Price for such Offering Period, the
      number of shares of Common Stock purchased by the Participant with the
      Participant’s accumulated payroll deductions, and the amount of any unused
      payroll deductions either to be carried forward to the next Offering
      Period, or returned to the Participant without
  interest.

            


    

    


    
      	
            	
              (c)

            	
              No
      member of the Board of Directors or the Committee shall be liable for any
      action or determination made in good faith with respect to the Plan or any
      option granted under it. The Company shall indemnify each member of the
      Board of Directors and the Committee to the fullest extent permitted by
      law with respect to any claim, loss, damage or expense (including counsel
      fees) arising in connection with their responsibilities under this
      Plan.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     


    
      	
              20.

            	
              Shareholder
      Status/Employment

            


    

    


    
      	
            	
              (a)

            	
              Neither
      the granting of an Option to an Employee nor the deductions from his or
      her pay shall confer any rights of share ownership with respect to the
      shares covered by such Option until such shares have been purchased by and
      issued to him or her.

            


    

    


    
      	
            	
              (b)

            	
              Neither
      the Plan or any Option granted hereunder confers upon any Employee the
      right to continued employment with the Company or any of its Designated
      Subsidiaries, nor will an Employee’s participation in the Plan restrict or
      interfere in any way with the right of the Company or any of its
      Designated Subsidiaries to terminate the Employee’s employment at any
      time, unless otherwise restricted by a separate agreement between the
      Company and Employee.

            


    

    


    
      	
              21.

            	
              Application of
      Funds

            


    

    


    The
proceeds received by the Company from the sale of Common Stock upon the exercise
of Options granted under the Plan may be used for any corporate purposes, and
the Company shall not be obligated to segregate Participants’ payroll
deductions.

    


    
      	
              22. 

            	
              Governmental
      Regulation

            


    

    


    The
Company’s obligation to sell and deliver shares of the Company’s Common Stock
under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.
In this regard, the Board of Directors or the Committee may, in its discretion,
require as a condition to the exercise of any Option that a Registration
Statement under the Securities Act of 1933, as amended, with respect to the
shares of Common Stock reserved for issuance upon exercise of the Option shall
be effective.

    


    
      	
              23. 

            	
              Effect of Changes of
      Common Stock

            


    

    


    In the
event a stock dividend, extraordinary cash dividend, spin-off, split-up,
combination, exchange of shares, merger, consolidation, reorganization,
recapitalization, or other similar corporate event affects the Common Stock such
that an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in its sole discretion, and in such manner as the Committee may deem equitable,
adjust the maximum number of shares available under the Plan, the number and
kind of shares subject to outstanding rights to purchase, and the terms relating
to the purchase price with respect to such outstanding rights and take such
other actions as the Committee, in its opinion, deems appropriate under the
circumstances.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              24.

            	
              Merger, Liquidation or
      Dissolution of the Company

            


    

    


    In the
event of: (1) the Company’s dissolution or liquidation, (2) a merger or
consolidation in which the Company is not the surviving corporation; (3) a
reverse merger in which the Company is the surviving corporation but the shares
of common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) the acquisition by any person, entity or group of the
beneficial ownership of the Company’s securities representing at least 50% of
the combined voting power entitled to vote in the election of directors; then,
the Company may, in its sole discretion either: (i) terminate the Plan and
return all accumulated payroll deductions to the Participants; (ii) terminate
the Plan and purchase shares of Common Stock for each Participant’s Account as
if the effective date of the termination were a purchase date; (iii) cause the
surviving or acquiring corporation to assume outstanding rights or substitute
similar rights for those under the Plan, (iv) cause such rights to continue in
full force and effect; (v) use Participants’ accumulated payroll deductions to
purchase Common Stock immediately prior to the transaction and terminate
Participants’ rights under the then ongoing Offering Period, or (vi) use any
combination of the foregoing as long as all Participants are treated
similarly.

    


    
      	
              25.

            	
              Approval of
      Stockholders

            


    

    


    The Plan
shall be submitted for approval of the Company’s stockholders within twelve (12)
months after the Plan’s adoption date.  No Options may be exercised
prior to such stockholder approval.  If Company stockholders do not so
approve, this Plan shall be void and without effect and any payroll deductions
shall be refunded.

    


    
      	
              26.

            	
              Governing
      Law

            


    

    


    To the
extent not preempted by federal law, all legal questions pertaining to the Plan
shall be determined in accordance with the laws of the State of New
York.

    


    
      	
              27.

            	
              Defined
      Terms.

            


    

    


    
      	
            	
              (a)

            	
              “Account” means the
      bookkeeping account established for a Participant under the Plan to record
      his payroll deductions and Common Stock balance under the
      Plan.

            


    

    


    
      	
            	
              (b)

            	
              “Affiliate” means any
      subsidiary corporation of the Company, as defined in Section 424(o) of the
      Code.

            


    

    


    
      	
            	
              (c)

            	
              “Agent” means the
      brokerage firm, bank or other financial institution, entity or person(s)
      if any, engaged to act as agent of the Company or Committee with regard to
      the administration of the Plan.

            


    

    


    
      	
            	
              (d)

            	
              “Authorization” means a
      Participant’s payroll deduction authorization with respect to an Offering
      Period.

            


    

    


    
      	
            	
              (e)

            	
              “Board of Directors”
      means the board of directors of the
Company.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     


    
      	
            	
              (f)

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
            	
              (g)

            	
              “Committee” means the
      Compensation Committee of the
Company.

            


    

    


    
      	
            	
              (h)

            	
              “Common Stock” means the
      Company’s $.01 par value common
stock.

            


    

    


    
      	
            	
              (i)

            	
              “Company” means
      AboveNet, Inc.

            


    

    


    
      	
            	
              (j)

            	
              “Compensation” means
      base salary.

            


    

    


    
      	
            	
              (k)

            	
              “Designated Subsidiaries”
      means those subsidiaries of the Company that have been designated
      as eligible to participate in the Plan with respect to their Employees in
      accordance with Section 18 of the
Plan.

            


    

    


    
      	
            	
              (l)

            	
              “Eligible Employee” means
      any Employee who has met the eligibility requirements of Section 2 and,
      therefore, is eligible to participate in Offerings under the
      Plan.

            


    

    


    
      	
            	
              (m)

            	
              “Employee” means any
      person who is employed by the Company or any one of its Designated
      Subsidiaries for tax purposes.

            


    

    


    
      	
            	
              (n)

            	
              “Offering” means the
      grant of an option to purchase shares of Common Stock under the
      Plan.

            


    

    


    
      	
            	
              (o)

            	
              “Offering Commencement Date”
      means a date selected by the Committee for an Offering to
      commence.

            


    

    


    
      	
            	
              (p)

            	
              “Offering Period” means
      the period during which payroll deductions are accumulated for purchases
      of Common Stock under the Plan, as determined in Section
    4(a).

            


    

    


    
      	
            	
              (q)

            	
              “Offering Termination Date”
      means the last trading day in an Offering Period, as determined in
      Section 4 of the Plan.

            


    

    


    
      	
            	
              (r)

            	
              “Option” means an option
      to purchase shares of Common Stock granted pursuant to the
      Plan.

            


    

    


    
      	
            	
              (s)

            	
              “Option Exercise Price”
      means the purchase price for the Common Stock offered under this Plan, as
      determined in Section 4 hereof.

            


    

    


    
      	
            	
              (t)

            	
              “Participant” means an
      Eligible Employee who has executed, and not withdrawn, an Authorization
      with respect to an Offering Period.

            


    

    


    
      
        	 
      	 
      	
                ABOVENET,
      INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Robert Sokota

              	 
      
	 
      	 
      	
                Name:  Robert
      Sokota

              	 
      
	 
      	 
      	
                Title:  Senior
      Vice President and General Counsel

              	 
      


      

    

     

    
      
         


      

      
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