EXHIBIT
10.7

    


    STOCK UNIT
AGREEMENT

     

    STOCK UNIT AGREEMENT
(“Agreement”) effective as of January 25, 2011 (“Grant Date”), by and
between AboveNet, Inc. (the “Company”) and «Full_Name» (the
“Participant”).

     

    WHEREAS, the Company believes
it desirable that the Participant be provided additional incentive to advance
the interests of the Company through a grant of stock units under the AboveNet,
Inc. 2008 Equity Incentive Plan (the “Plan”);

     

    NOW, THEREFORE, the parties
agree as follows:

     

    1.           Grant of Stock
Units.

     

    Pursuant
to the Plan and on the terms and subject to the conditions set forth herein and
therein, the Company hereby grants to the Participant «Proposed_Grant» stock
units (the “Stock Units”).  Each Stock Unit constitutes a right to
receive from the Company one share (each a “Unit Share” and collectively the
“Unit Shares”) of the Company’s Common Stock, $.01 par value per share (the
“Common Stock”), subject to adjustment as provided in the
Plan.  Capitalized terms that are not defined in this Agreement shall
have the respective meanings given in the Plan.

     

    2.           Vesting; Delivery of Unit
Shares.

     

    The Stock
Units vest (i.e., are not subject
to forfeiture) as follows: _________. The Stock Units are subject to
earlier vesting as set forth in Sections 4(a), 4(b), 4(d) and
4(e).  The Unit Shares are subject to earlier delivery only as set
forth in Section 4(a) (death) and Section 4(e) (Change of Control).

     

    3.           Withholding.

     

    The
Company’s obligation to deliver Unit Shares under this Agreement shall be
subject to the payment by the Participant of any applicable federal, state and
local withholding tax.  The Company shall, to the extent permitted by
law, have the right to deduct from any payment of any kind otherwise due to the
Participant any federal, state or local taxes required to be withheld with
respect to the vesting of the Stock Units or the delivery of the Unit
Shares.

     

    4.           Termination of Employment;
Change of Control.

     

    (a)           In
the event of the Participant’s death prior to the vesting of all Stock Units
granted under this Agreement, any unvested Stock Units, if any, shall
immediately vest and the underlying Unit Shares shall be immediately delivered
to the Participant’s beneficiary or beneficiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)           Upon
the termination of Participant’s Continuous Service with the Company as a result
of a Disability, any unvested Stock Units shall immediately vest.

     

    (c)           In
the event of the termination of the Participant’s Continuous Service by the
Company for Cause or by the Participant other than for Good Reason, any unvested
Stock Units shall immediately be forfeited.

     

    (d)           Upon
the termination of the Participant’s Continuous Service by the Company without
Cause or by the Employee for Good Reason, any unvested Stock Units shall
immediately vest.

     

    (e)           In
the event of a Change of Control, any unvested Stock Units shall immediately
vest and the underlying Unit Shares of all vested Stock Units shall be
immediately delivered to the Participant.

     

    (f)           The
parties may not accelerate the delivery of any Stock Units before the dates
set forth above.

     

    5.           Transfer of Stock Units;
Limitations on Delivery of Unit Shares; Put Right.

     

    (a)           The
Stock Units are not transferable otherwise than by will or the laws of descent
and distribution.  Any attempt to transfer the Stock Units in
contravention of this subparagraph (a) is void ab
initio.  The Stock Units shall not be subject to execution,
attachment or other process.

     

    (b)           In
the event that on the date of delivery, any of the following shall be true (1)
the Unit Shares may not be sold by the Participant at such time under Rule 144
of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to
a currently effective registration statement under the Securities Act, (2) the
Participant is unable to sell the stock underlying his Unit Shares due to any
Company imposed trading restriction or the Participant otherwise is in
possession of material, non-public information regarding the Company or its
securities or (3) the Company’s shares are not listed on a national stock
exchange, the Company shall be obligated, following notice from the Participant
as provided below, to repurchase such number of Unit Shares at the Fair Market
Value of the Unit Shares on the date of such repurchase as required to meet the
Company’s required minimum tax withholding with respect to the delivered Unit
Shares (based on minimum statutory withholding rates for federal, state and
local purposes, including payroll taxes, that are applicable to such
supplemental taxable income). Notwithstanding the immediately preceding
sentence, in the event the Internal Revenue Service determines that the fair
market value of the Unit Shares is greater than the Fair Market Value as
determined under the Plan and the Participant has incurred additional liability
for income taxes, the Fair Market Value for purposes of this subparagraph (b)
shall be increased to the value determined by the Internal Revenue
Service.  The Participant must give his notice to the Company of his
election to exercise the right to require the Company to repurchase a portion of
the Unit Shares not less than two (2) business days before the delivery
date.  In the event such Participant does not exercise such right, he
shall be deemed to have elected to forego such right.

     

    
      
        
        

      

      
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    6.           No Rights in Unit
Shares.

     

    The
Participant shall have none of the rights of a shareholder with respect to
particular Unit Shares unless and until such Unit Shares are issued and
delivered to him under this Agreement.

     

    7.           No Right to
Employment.

     

    Nothing
contained herein shall be deemed to confer upon the Participant any right to
remain as an employee of the Company.  The Company reserves the right
to dismiss the Participant free from any liability hereunder, or any claim under
the Plan, except as specifically provided in this Agreement.

     

    8.           Governing
Law/Jurisdiction.

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without reference to principles of conflict of
laws.

     

    9.           Miscellaneous.

     

    This
Agreement cannot be changed or terminated orally.  The Company at any
time, and from time to time, may amend the terms of this Agreement; provided, however, that the
rights under this Agreement shall not be impaired by any such amendment unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.  This Agreement and the Plan contain the entire
agreement between the parties relating to the subject matter
hereof.  In the event of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall
control.  The paragraph headings herein are intended for reference
only and shall not affect the interpretation hereof.

     

    IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year
first above written.

     

    
      
        
          
            
              	
                        
      

                    
	
                      «Full_Name»

                    
	
                      Participant

                    
	 
      
	
                      ABOVENET,
      INC.

                    
	 
      	 
      
	
                      By:

                    	  
        
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
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