EXHIBIT
10.2

    


    FIRST
AMENDMENT

    TO

    EMPLOYMENT
AGREEMENT

    


    This
Amendment to the Employment Agreement, effective as of September 2, 2008 (the
“Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Rajiv
Datta (the “Employee”) is effective as of January 25, 2011 (this
“Amendment”).

    


    WHEREAS,
the Company and the Employee are parties to the Employment Agreement, whose term
is scheduled to expire on November 16, 2011 (the “Term”);

    


    WHEREAS,
the parties wish to extend the Term of the Employment Agreement to December 31,
2011;

    


    WHEREAS,
the parties also wish to clarify the terms of entitlement to the annual bonus
being earned over the calendar year performance period;

    


    WHEREAS,
the parties also wish to amend Employee’s title from Senior Vice President and
Chief Technology Officer to Chief Operating Officer; and

    


    WHEREAS,
the parties also wish to increase Employee’s Base Salary to
$400,000;

    


    NOW
THEREFORE, the Employment Agreement is hereby amended as follows:

    


    1.           Section
1 of the Employment Agreement shall read as follows:

    


    (a) The Company hereby agrees to employ
the Employee, and the Employee hereby agrees to serve, as Chief Operating
Officer during the Term (as defined below).

    


    (b) The
term (the “Term”) of the Employee’s employment hereunder will commence on the
Effective Date and, unless sooner terminated as provided in Section 6 hereof,
will terminate at the end of the day on December 31, 2011.  The Term
shall be automatically extended unless sooner terminated as provided herein, for
successive additional one-year periods, unless at least 120 days prior to the
end of Term, the Company or the Employee has notified the other that the Term
will not be extended.

    


    2.           The
first sentence of Section 2(a) of the Employment Agreement shall read as
follows:

    


    The
Employee will have such powers and duties reasonably consistent with Employee’s
position as Chief Operating Officer and will perform such duties as assigned to
him by the Chief Executive Officer or, alternatively at the discretion of the
Chief Executive Officer, the President of the Company (the
“Superior”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Section
3(a) of the Employment Agreement is hereby amended by adding the following to
the end thereof:

    


    Notwithstanding
the foregoing, effective January 25, 2011 and for the remainder of the Term,
Employee’s Base Salary shall be $400,000 (or such higher amount as shall be
determined by the Company from time to time).

    


    4.           Section
3(b) of the Employment Agreement shall read as follows:

    


    In
addition to the Base Salary set forth in Section 3(a) hereof, the
Employee will have an annualized bonus targeted at 35% of Base Salary (as in
effect on December 31 of the applicable year) based on performance against the
Company’s EBITDA plan and other bonus targets set by the Compensation Committee
of the Board of Directors (the “Bonus
Plan”).  In the event that the Employee is employed on December
31 of the calendar year in which the bonus is being earned, the Employee shall
be entitled to receive the bonus payable with respect to such year, which bonus
shall be determined following the close of such year and in all events paid by
March 15th
following the close of such year.

    


    5.           All
other provisions of the Employment Agreement shall remain in force and
effect.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Employment Agreement as of the date first set forth above.

     

    
      	
            	ABOVENET,
      INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert
      Sokota	 
	 	 	Name:
      Robert Sokota	 
	 	 	      
              Title:
      SVP and General Counsel

            	 
	 	 	 	 
	 	EMPLOYEE	 
	 	 	 	 
	 	
              /s/ Rajiv Datta

            	 
	 	      
                    
                Rajiv
      Datta

              

            	 



      
        
           


        

        
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