Exhibit 10.27


Severance
Agreement


1.     This agreement is entered into by Cogent
Communications, Inc. (“Cogent”) and the executive employee signing this
Agreement, below (“Executive”).  It
replaces the severance agreement entered into on September 15, 2003.


2.     As an inducement for Executive to focus his
or her full efforts on Cogent’s business without undue concern for future
employment the parties have agreed to this revised severance agreement. This
severance is not intended to reduce any severance arrangement provided for in
Executive’s offer letter or other agreement. 
In any case in which such offer letter or other agreement provides a
greater severance compensation with respect to cash payment or continuation of
benefits Executive shall receive the greater cash payment or benefit.


3.     If Executive is terminated other than for
Cause (as defined below) or Executive terminates his or her employment for Good
Reason (as defined below), Executive shall continue to receive his or her
salary (reduced by all mandatory withholdings for taxes or other governmentally
required payments such as garnishments) for 12 months following the date of
termination, i.e. Executive shall be paid through the 365th day following the
date of termination.  However, if the
termination follows a Change of Control (as defined below) such payment shall
be made as a lump sum within 5 days of termination. Salary means Executive’s
salary before voluntary withholdings and reductions (such as those for parking,
401(k) plan, medical, dental, and life insurance) and before mandatory
withholdings for taxes and other governmentally required payments such as
garnishments.  At the election of
Executive, the employee share of the cost of benefits (provided in paragraph 4)
may be paid through a salary reduction agreement (in order to make such
payments with pre-tax income).  If the
amount payable under this paragraph is less than the amount payable under
Executive’s offer letter or other agreement no payment shall be made under this
paragraph and Executive shall instead receive the payment provided for in the
offer letter or other agreement.


4.     If Executive is terminated other than for
Cause or Executive terminates his or her employment for Good Reason, Executive
shall continue to receive through the last day of the twelfth month following
the month in which termination occurs health insurance, dental insurance, life
insurance (to the extent paid by the company), and long term disability
insurance.  Cogent shall pay the company
share of such benefits and Executive shall pay the employee share, e.g. the
employee portion of the premium for health and dental insurance.  The employee share and company share shall be
the same as currently applicable to the benefits at the time of
termination.  If the value of the benefit
under this paragraph is less than the benefit under Executive’s offer letter or
other agreement no benefit shall be provided under this paragraph and Executive
shall instead receive the benefit provided for in the offer letter or other
agreement.


5.     If Executive is terminated other than for
Cause in conjunction with or within 90 days following a Change of Control,
Executive shall on the date of notification of such termination become fully
vested in any restricted stock, options, or other similar incentive plan
involving vesting.  If the provisions of
any document granting stock, options or incentives provide for vesting more
beneficial than provided in this section the terms of that document shall
control the vesting of the stock, options, or incentive granted by the
document.













6.     For purposes of this agreement, Cogent
shall have “Cause” to terminate the Executive’s employment hereunder (i) upon
the Executive’s conviction for the commission of an act or acts constituting a
felony under the laws of the United States or any state thereof, or (ii) upon
the Executive’s willful and continued failure to substantially perform his or
her duties hereunder (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness), after written notice has been
delivered to the Executive by Cogent, which notice specifically identifies the
manner in which the Executive has not substantially performed his duties, and
the Executive’s failure to substantially perform his duties is not cured within
ten (10) business days after notice of such failure has been given to the
Executive. No act or failure to act on the Executive’s part shall be deemed “willful”
unless done or omitted to be done, by the Executive not in good faith and
without reasonable belief that the Executive’s act, or failure to act, was in
the best interest of Cogent.


7.     “Good Reason” shall mean the occurrence
(without the Executive’s express written consent) of any one of the following:


a.               the assignment to Executive of duties inconsistent with the
Executive’s status as a senior executive officer of the Company or a
substantial adverse alteration in the nature or status of the Executive’s
responsibilities; or


b.              if Executive is an attorney, resignation required by any applicable
law, regulation, rule, or code of professional responsibility; or


c.               a reduction in Executive’s salary; or


d.              relocation of Executive’s principal place of employment outside of
the Washington, DC area.


e.               The parties agree that for purposes of this agreement and any
other agreement (including a stock or option grant) that an event (such as an
acquisition of Cogent) where Executive remained chief legal officer of Cogent
but did not become chief legal officer/general counsel of the parent company
would constitute “the assignment of duties inconsistent with your status as a
senior executive officer of the Company or a substantial adverse alteration in
the nature or status of the Executive’s responsibilities.”


8.      “Change of Control” shall mean any of
the following: (i) a consolidation, merger or reorganization of Cogent
Communications Group, Inc. with or into any other corporation or corporations
in which the stockholders of Cogent Communications Group, Inc. immediately
before such event shall own fifty percent (50%) or less (calculated on an as
converted basis, fully diluted) of the voting securities of the surviving
corporation; (ii) a transaction or series of related transactions, other than
an underwritten public offering, in which at least fifty percent (50%) of
Cogent Communications Group, Inc.’s voting power is transferred; (iii) the
sale, transfer or lease of all or substantially all of the assets of Cogent
Communications Group, Inc.; (iv) the acquisition of shares of capital 



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stock of Cogent Communications Group, Inc. (whether
through a direct issuance by Cogent Communications Group, Inc., negotiated
stock purchase, a tender for such shares, merger, consolidation or otherwise)
by any party or group that did not beneficially own a majority of the voting
power of the outstanding shares of capital stock of Cogent Communications
Group, Inc. immediately prior to such purchase, the effect of which is that
such party or group beneficially owns at least a majority of such voting power
immediately after such event; or (v) the consummation by Cogent Communications
Group, Inc. of a plan of complete liquidation of Cogent Communications Group,
Inc.


9.     Executive shall be entitled to 4 weeks of
vacation per year.


10.   Executive’s continued employment shall not
constitute consent to, or a waiver of rights with respect to any act or failure
to act constituting Good Reason hereunder. Notwithstanding the foregoing, a
termination shall not be treated as a Termination for Good Reason if the
Executive shall have consented in writing to the occurrence of the event giving
rise to the claim of Termination for Good Reason.


11.   Executive shall be entitled to the
indemnification set forth in the certificate of organization of any entity for
which he or she performs services to the maximum extent permitted by law.  Executive shall also be entitled to the
protection of any insurance policies Cogent may elect to maintain generally for
the benefit of its directors and officers.


12.   Executive agrees that he or she remains an
employee at will whose employment may be terminated at any time with or without
cause.


13.   Cogent agrees that Executive is giving
consideration for this agreement by relying upon its provisions in determining
whether or not to seek other employment.


Accepted and
agreed to:         


	
  Cogent Communications, Inc.

  	
   

  	
   

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David
  Schaeffer

  	
   

  	
   

  	
   

  	
  /s/ Robert N.
  Beury, Jr.

  
	
  Name:

  	
   

  	
  David Schaeffer

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Robert N. Beury,
  Jr.

  
	
  Title:

  	
   

  	
  Chief Executive
  Officer

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  March 12, 2007

  
	
  Date:

  	
   

  	
  March 12, 2007

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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