Exhibit 10.7


 


AMENDMENT
NO. 1 TO


STOCK UNIT AGREEMENT


 


AMENDMENT NO. 1 (this “Amendment”),
effective as of March 4, 2008 by and between AboveNet, Inc., a
Delaware corporation having its principal offices at 360 Hamilton Avenue, White
Plains, New York  10601 (the “Company”),
and Michael Doris (the “Participant”).


 


WHEREAS,
the Company and the Participant entered into a Stock Unit Agreement dated as of
August 7, 2007 (the “Stock Unit Agreement”);


 


WHEREAS,
as of the date of this Amendment, pursuant to the Stock Unit Agreement,
the  Participant has been granted 10,000
stock units (the “Stock Units”);


 


WHEREAS,
the Company and the Participant desire to amend the Stock Unit Agreement to
provide for accelerated delivery under certain circumstances;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend the Stock Unit Agreement as
follows:


 


1.            All capitalized terms used but
undefined herein shall have the meaning ascribed to them in the Stock Unit
Agreement.


 


2.                                                                                       Section 2 of the Stock Unit
Agreement is hereby amending by inserting the following immediately after the
words “5(e)”:


 


“and
5(d).”


 


3.            Section 5(d) of
the Stock Unit Agreement is hereby amended by inserting the following at the
end thereof:


 


“The underlying Unit Shares shall be delivered to the Participant on January 5,
2009.”


 


4.               Section 6  of the Stock Unit Agreement is hereby amended
by inserting the following immediately after Section 6(c):


 


“(d)  Notwithstanding Section 6(c) to the contrary, in
the event that the Stock Units become vested pursuant to Section 5(d) above,
the Company shall be obligated to repurchase such number of Unit Shares at the
Fair Market Value (as defined in the Plan) of the Unit Shares on the date of
such repurchase as required to meet the Company’s estimate of the Participant’s
actual federal and state tax triggered by such delivery .  For such estimate, the Company will utilize a
35% federal tax rate and a 7.35% state tax rate.  From the proceeds, the amount necessary to
cover the Participant’s minimum withholding taxes will be remitted by the
Company directly to the federal and state tax authorities.  The difference between that amount and the
Company’s estimate of the Participant’s actual tax will be remitted to the
Participant. Notwithstanding the foregoing, 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 (d) shall be increased to the value
determined by the Internal Revenue Service. 
”


 


5.            Except as expressly set forth in
this Amendment, the Stock Unit Agreement shall remain in full force and effect
and together with this Amendment shall constitute the entire agreement between
the Company and the Participant with respect to the subject matter set forth
therein and herein and supersede all prior agreements between such parties with
respect to such subject matter.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first above written.


 


	
   

  	
  AboveNet, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert Sokota

  
	
   

  	
   

  	
  Name: 

  	
  Robert Sokota

  
	
   

  	
   

  	
  Title: 

  	
  SVP, General Counsel
  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael Doris

  
	
   

  	
   

  	
   Michael Doris