EX-10.1






 EXHIBIT 10.1




RESTRICTED STOCK AWARD




	 	 	 
	Name: Dave Schaeffer

	 	Cogent Communications Holdings, Inc.
	 

	 	 
	Grant Date: May 4, 2016

	 	2004 Incentive Award Plan (the “Plan”)
	 

	 	 






1. Grant: Effective as of the Grant Date specified above you have been granted 170,000 (one
hundred seventy thousand) shares of common stock $.001 par value (the “Restricted Stock”) of
Cogent Communications Holdings, Inc. (the “Company”) subject to the vesting requirement described
below.



2. Normal Vesting: You will become vested in 10,000 of the shares of Restricted Stock on January
1, 2019 and in an additional 10,000 of the shares of Restricted Stock on the first day of each
month thereafter, with vesting full vesting of 120,000 shares completed on December 1, 2019. The
remaining (50,000) shares of Restricted Stock shall vest on March 1, 2020 to the extent determined
by the following calculation:




Executive shall be entitled to vest in up to 50,000 shares of Restricted Stock based on the
growth of revenue and EBITDA, as adjusted (as defined in the company’s earnings releases),
of Cogent Communications Holdings, Inc. between 2018 and 2019. The number of shares that
will vest, if any, shall be calculated following filing of the company’s annual audited
financial statements on Form 10-K for 2019. 25,000 shares of Restricted Stock will vest if
revenue growth equals or exceeds 15% and, separately, another 25,000 shares of Restricted
Stock will vest if EBITDA, as adjusted, growth equals or exceeds 20%. If the growth of the
performance measure is less than the amount specified in the preceding sentence the bonus
shall be reduced such that it is proportional to performance realized, e.g. if revenue
growth is 7.5% then the bonus for revenue growth will be 12,500 shares. If the performance
measure is zero or negative the number of shares that vest for that performance measure
shall be zero.



3. Accelerated Vesting: Notwithstanding the foregoing, you will become fully vested upon the
termination of your employment by reason of death, disability, or retirement. You will also become
fully vested upon a Change of Control (even without termination of employment). If the
accelerated vesting is due to a Change of Control the number the shares that vest in such event
shall be limited to the number shares that when multiplied by the closing price of the Company’s
common stock on May 4, 2016 yield a dollar value not in excess of three times your annual
compensation on the date of the Change of Control. If the acceleration of vesting due to a Change
of Control would trigger the excise tax provided for in Section 280G and 4999 of the U.S. Internal
Revenue Code such vesting shall be delayed by a time sufficient to not trigger the excise tax. The
shares for which vesting accelerates shall be allocated from the last shares to vest and the
remaining unvested shares shall continue to vest under the normal vesting rule. Upon termination of
employment other than as provided above you will forfeit any unvested shares of Restricted Stock
that have not vested by the end of your severance period, i.e. you continue vesting during your
severance period and lose the remaining unvested shares. Your severance period is the number of
months compensation specified in your employment agreement for use in calculating your severance,
e.g. 6 months or 12 months. In addition, the performance shares provided for above shall vest in
the amount determined above even if your employment ceases after December 31, 2019 and on or before
March 1, 2020 whether through your resignation or discharge. Change of Control has the meaning set
forth in the Plan. Annual compensation means your average compensation as calculated for U.S.
income tax purposes for the last three complete calendar years.



4. Nontransferable: The Restricted Stock or any interest or right therein or part thereof may not
be disposed of by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means, whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), until vested, and any attempted disposition prior thereto shall be null and
void and of no effect. The foregoing notwithstanding, transfers of the Restricted Stock may be
permitted for estate planning purposes with the prior written consent of the Compensation Committee
and subject in each case to the provisions of the Plan and the same restrictions and forfeiture
provisions under this Agreement that the Restricted Stock had in your hands.



5. Dividends/Voting: You will be entitled to vote the shares of Restricted Stock. However, you
will only be entitled to receive any dividends that are paid on shares of the Restricted Stock once
they are vested. Any dividends paid on unvested shares of Restricted Stock shall be held by the
Company, without interest thereon and paid to you at the time the shares of Restricted Stock on
which such dividends were paid vest.



6. Certificates: The Company shall cause the Restricted Stock to be issued and a stock
certificate or certificates representing the Restricted Stock to be registered in your name or held
in book entry form, but if a stock certificate or certificates are issued, they shall be delivered
to, and held in custody by the Company until the shares of Restricted Stock vest. You agree to
give to the Company a stock power for all unvested shares of Restricted Stock. If issued, each
such certificate will bear such legends as the Company may determine.



7. No Other Rights: The grant of Restricted Stock under the Plan is a one-time benefit and does
not create any contractual or other right to receive an award of Restricted Stock or benefits in
lieu of Restricted Stock in the future. Future awards of Restricted Stock, if any, will be at the
sole discretion of the Company, including, but not limited to, the timing of the award, the number
of shares and vesting provisions. The grant of Restricted Stock under the Plan does not entitle
you to any rights to remain employed with the Company, nor does it constitute a contract of
employment.



8. Miscellaneous: The shares of Restricted Stock are granted under and governed by the terms and
conditions of the Plan, as may be amended from time to time. Defined terms used herein shall have
the meaning set forth in the Plan, unless otherwise defined herein.



Cogent Communications Holdings, Inc.



By:       

Robert Beury on behalf of the Board of Directors and the Compensation Committee