Exhibit 10.37
 
 400 Centennial Parkway,
Suite 2
Louisville, CO 80027
  
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    Base Salary. As compensation for your performance of the duties of President of
Zayo zColo, the Company shall pay you a base salary of Two-Hundred Forty Thousand Dollars
($240,000) per year (Base Salary), subject to applicable federal, state, and local
withholding. Such Base Salary shall be paid to you in the same manner and on the same
payroll schedule in which all Company employees receive payment. Any increases in your
Base Salary for years beyond the first year of employment shall be in the sole discretion
of the Company management, and nothing herein shall be deemed to require any such increase.
Your salary will be prorated based on your actual start date.
    
    Incentive Compensation. You shall have an annual Bonus Target of Forty Percent
(40%) of your annual Base Salary. Such bonus compensation will be measured, determined,
and paid out on a quarterly basiswith Ten Percent (10%) of your annual Base Salary being
your quarterly Bonus Target. Determination of quarterly bonus achievement ranging from 0%
to 200% will be based on zColos financial performance measured against predefined targets
and shall be in the sole discretion of the Board of Managers of Zayo Group. Bonus payments
are earned on the day the Company distributes the payments; accordingly, you must be
employed on the day the Company distributes the bonus payments to be eligible to receive
the payment. Notwithstanding the above, you will receive a quarterly bonus of not less than
150% of your quarterly Bonus Target for the first six (6) quarters of your employment with
the Company; subject to you being actively employed with the Company during said period of
time.
    
    Employee Benefits. You shall be eligible to participate in all employee benefit
plans, policies, programs, or perquisites in which other Company executives or officers
participate. The terms and conditions of your participation in the Companys employee
benefit plans, policies, programs, or perquisites shall be governed by the terms of each
such plan, policy, or program. To this end, effective on the first day of the month
following your start date, you are eligible for coverage under the Companys Group Medical,
Dental, and Life Insurance plans. The Company also offers participation in a 401(k) plan
that is administered through ADP. Within seven days of the first day
of employment, zColo and ADP will provide additional information about the Companys
objectives and policies, benefit programs, and general employment conditions.




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    Equity Participation. You shall be issued Five-Hundred Thousand (500,000) Class
B Common Units in Communications Infrastructure Investments, LLC (CII LLC) and
Three-Hundred Thousand (300,000) Class C Common Units in Communications Infrastructure
Investments, LLC (CII LLC) subject to you executing and complying with CII LLCs standard
Employee Equity Agreement and associated documents (which include a non-disclosure
agreement and other ancillary agreements). All issuances of Common Units/management equity
are subject to CII LLC Board approvals. The Common Units will be subject to a four (4)
year vesting schedule (i.e. 1/4 vesting at the end of year one and then 1/48th
vesting each month thereafter till the end of the 4th year).
    
    Signing Bonus. A one-time signing bonus is offered for this position in the
amount of Sixty-Thousand Dollars ($60,000). Such bonus compensation is intended to off-set
taxes that will be payable in accordance with the issuance of Class B Common Units. In the
event that you decide to resign voluntarily before the first anniversary of your
employment, you will be required to pay back to the Company the pro-rata amount of the
signing bonus. Notwithstanding the above, at all times any and all tax liability
associated with the issuance of Class B Common Units will be your responsibility.
 
 This offer and continued employment at zColo are contingent upon the following:
   Employee Confidentiality and
Intellectual Property Agreement, Employee Handbook and Human Resources Policies.
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    any agreement you may have with any current or former employer or otherwise will not
prohibit you from performing all aspects of the above-referenced job;
    
    you have not taken any information that is marked as or which you have reason to believe
is confidential, proprietary, and/or trade secrets from any prior employment; and
    
    you will not use or disclose any confidential, proprietary, or trade secrets information
that you might have knowledge of from any prior employment.
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/s/ David HowsonSignature
    
    Date
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