Exhibit 10.3


 


AMENDMENT NO. 2 TO


EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 2 to Employment Agreement (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 residing at 10 Nathan Court, Syosset, New York  11791 (“Employee”).


 


WHEREAS, the Company and Employee entered into an Employment Agreement
made as of August 31, 2003 and an Amendment No. 1 to Employment
Agreement made as of December 30, 2005 (collectively, the “Employment
Agreement”); and


 


WHEREAS, the Company and Employee desire to amend the Employment
Agreement as provided herein;


 


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


 


1.               The following sections shall be added
after Section 3(b)(ii):


 


“(iii)                Calendar
Year 2007.  In lieu of any bonus due
under Section 3(b)(ii) above, with respect to calendar year 2007, the
Employee will be entitled to a bonus of $150,000.00 (the “2007 Annual Bonus”),
which shall be paid on or about March 15, 2008.


 


(iv)                  Calendar
Year 2008.  In lieu of any bonus due
under Section 3(b)(ii) above, with respect to calendar year 2008, the
Employee will be entitled to a prorated bonus of $150,000.00 (the “2008 Annual
Bonus”), which shall be paid within ten (10) days of his date of
termination.  The prorated bonus shall be
calculated by multiplying $150,000.00 by a fraction, the numerator of which
shall be the number of days between January 1, 2008 and the date of the
Employee’s date of termination and the denominator of which shall be 366.”


 


2.               New Section 3(d) and new Section 3(e) shall
be added after Section 3(c):


 


“(d)                 2006
Securities Filing Payment.  At such
time as the Company completes and files with the Securities and Exchange
Commission a Form 10-K with respect to the Company’s financial position
for its fiscal year 2006, then the Employee shall be paid $50,000.00 (the “2006
Securities Filing Payment”), with such payment to be made within ten (10) days
of the filing.


 

















 


(e)                   2007
Securities Filing Payment.  At such
time as the Company completes and files with the Securities and Exchange
Commission a Form 10-K or Form 8-K with respect to the Company’s
financial position for its fiscal year 2007, then the Employee shall be paid
$50,000.00 (the “2007 Securities Filing Payment”), with such payment to be made
within ten (10 days of the filing.  If
the 2006 Securities Filing Payment has not been paid by the due date for the
payment of the 2007 Securities Filing Payment, then the 2006 Securities Filing
Payment shall also be paid simultaneously with the 2007 Securities Filing
Payment.”


 


3.               Provided that the
Employee executes and delivers the attached Separation of Employment and
General Release Agreement annexed hereto as Exhibit A, then upon
termination of Employee’s employment by the Company without Cause, the Employee
shall be entitled to receive from the Company, in addition to the remuneration
set forth in Section 8(d)(iii) above, the following:


 


a.             Section 8(d)(iii)(C) shall
be amended by substituting “18 months” for “12 months”.


b.             Section 8(d)(iii) shall
be amended by deleting the word “and” before subsection (C) and adding the
following clause at the end of subsection (C):


 


and (D) the Company and Employee shall execute and deliver the
Consulting Contract annexed hereto as Exhibit B, providing for consulting
services by Employee to the Company for a period of nine (9) months.”


 


5.     The following shall be added at then end of
Section 25:


 


“The Company agrees to pay the Employee’s
legal fees and expenses up to a maximum of $10,000.00 directly to the Employee’s
law firm against invoices for time and expenses solely with respect to the
negotiation of Amendment No. 2  to
Employment Agreement, any consulting arrangement, any separation agreement and
release, and the terms and conditions with respect to Employee’s termination of
employment.”


 


6.               The Employee’s
employment shall be terminated without Cause upon the signature of this
amendment.


 


Except as expressly set forth in this Amendment, the Employment
Agreement shall remain in full force and effect and together with this
Amendment shall constitute the entire agreement between the Company and the
Employee 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.  Capitalized terms used
in this Amendment that are not otherwise defined shall have the meaning set
forth in the Employment Agreement.  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

  
	
   

  	
   

  	
   

  	
  Robert Sokota

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ Michael Doris

  
	
   

  	
  Michael Doris