Exhibit 10.78


ABOVENET, INC.


RESTRICTED STOCK UNIT AGREEMENT


AboveNet, Inc.
(“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each
Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of
common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and restrictions
of this Agreement (“Agreement”) and the AboveNet, Inc. 2011 Equity Incentive Plan (“Plan”), which is incorporated
by reference and made a part of this Award. This is the first page of the Agreement, which describes in detail your rights with
respect to the Restricted Stock Units granted to you hereby and which constitutes a legal agreement between you and the Company.
Capitalized terms not defined in this Agreement shall have the meanings given in the Plan.


 


	1.	Participant Name and Address:	Richard Shorten
	 	 	Silvermine Capital Resources, LLC,
	 	 	694 Weed Street
	 	 	New Canaan, CT   06840
	 	 	 
	2.	Award Date:	December 1, 2011
	 	 	 
	3.	Number of Restricted Stock Units:	3,000
	 	 	 
	4.	Vesting Date(s):	1,000 on November 16, 2012
	 	 	 
	 	 	1,000 on November 16, 2013
	 	 	 
	 	 	1,000 on November 16, 2014


By electronically acknowledging and
accepting this Award within 30 days after the date of the electronic mail notification to the Participant of the grant of this
Award (“Email Notification Date”) or by accepting in paper form and delivering the executed Award agreement to the
Company within the same timeframe, the Participant agrees to be bound by the terms and conditions herein, the Plan, and any and
all conditions established by the Company in connection with Awards issued under the Plan, and further acknowledges and agrees
that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against the
Company. If the Participant fails to accept this Award within 30 days of the Email Notification Date, the Award will be cancelled
and forfeited. The Participant acknowledges receipt of a copy of the Plan.


 


IN WITNESS WHEREOF, AboveNet, Inc. and
the Participant agree to be bound by the terms and provisions of this Agreement, as of the date noted below.


 


	PARTICIPANT	 	ABOVENET, INC.
	 	 	 
	 	 	 
	/s/ Richard Shorten, Jr.	 	By:	/s/Robert Sokota
	Richard Shorten, Jr.	 	 	Robert Sokota, SVP and General Counsel
	 	 	 
	 	 	 
	Date:	 	Date: 



 


(Please sign, date and return this page)


 


*Note: This Agreement is not valid unless
signed by you and an Executive Officer of the Company.


 






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ARTICLE I


RESTRICTED STOCK UNITS


Section
1.1. Vesting. Subject to the terms and conditions of this Award, your Restricted Stock Units will vest on the conclusion
of each vesting period ending on the vesting date(s) indicated on page one of this Agreement and the Company will deliver to you
the number of shares of Stock underlying your vested Restricted Stock Units on such vesting date(s), provided that you remain in
the continuous service of the Company until each respective vesting date. 


Section 1.2.
Termination of Service. If your service with the Company terminates due to:


(a)
your death, any portion of the Award that remains unvested on such termination date will be
fully vested as of your termination date; or


 


(b) any reason other
than those identified in paragraph (a), any Restricted Stock Units that have not vested in accordance with Section 1.1 as of your
termination date shall be forfeited and you shall have no rights thereunder or hereunder.


Section 1.3.
Change in Control. In the event of a Change in Control (as defined in the Plan), your Restricted Stock Units under this Agreement
will automatically vest to the extent not then vested. The shares of Stock underlying the Restricted Stock Units shall be distributed
upon the Change in Control.


ARTICLE II


RIGHTS AND SETTLEMENT


Section 2.1.
Rights as a Stockholder. Your Restricted Stock Units will not give you any right to vote on any matter submitted to the Company’s
stockholders. You will have voting rights with respect to the shares of Stock that underlie your Restricted Stock Units only after
the shares have actually been issued to you. You will have no other rights of a stockholder with respect to the RSUs evidenced
by this Agreement unless and until the shares of Stock underlying the Restricted Stock Units are issued and delivered to you under
this Agreement


Section 2.2.
Restrictions on Transferability. You will not have any right to sell, assign, transfer, pledge, hypothecate or otherwise encumber
your Restricted Stock Units. Any attempt to effect any of the preceding in violation of this Section 2.2, whether voluntary or
involuntary, will be void.


Section 2.3. Settlement;
Payment in respect of Your Restricted Stock Units. In the event of your death, the Company will deliver to you within 30 days
of such event the number of shares of Stock then underlying your fully vested Restricted Stock Unit Award and on a Change in Control
the Company will deliver to you the number of shares of Stock then underlying your fully vested Restricted Stock Unit Award upon
the Change of Control.


Section 2.4.
Adjustment Due to Change in Capitalization. If any adjustment in the Company’s capitalization occurs before all of the
Restricted Stock Units are settled pursuant to Section 2.3, the number of shares of Stock underlying each remaining Restricted
Stock Unit shall be appropriately and equitably adjusted to the extent provided in the Plan.






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 ARTICLE
III


ADMINISTRATION


Section 3.1.
Administration. The Committee is authorized to interpret your Award and this Agreement and to make all other determinations
necessary or advisable for the administration and interpretation of your Award to carry out its provisions and purposes. Determinations,
interpretations or other actions made or taken by the Committee pursuant to the provisions of this Agreement shall be final, binding
and conclusive for all purposes and upon all persons. The Committee may consult with legal counsel, who may be counsel to the Company,
and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.


ARTICLE IV


MISCELLANEOUS


Section
4.1. Tax Withholding. The Company’s obligation to deliver shares of Stock underlying your Restricted Stock Units shall
be subject to your payment of any applicable federal, state and local withholding taxes. If applicable, you must remit in cash
an amount sufficient to satisfy the amount due for employment taxes and the statutory minimum Federal, state and local income taxes
(the “Tax Liability”) attributable to your Award on the date that the Stock underlying your Restricted Stock
Units is delivered or as otherwise required by applicable law. Alternatively, in the cases set forth
in Section 4.5(b), you may elect to have shares of Stock deliverable in respect of your Award withheld by the Company, or
to deliver to the Company previously acquired Stock, in both cases, having a fair market value sufficient to satisfy your Tax Liability.


Section 4.2.
IRC Section 409A. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this
agreement comply with Section 409A of the Code, and all regulations or other guidance issued thereunder, and this agreement
and the payments of any benefits hereunder will be operated and administered accordingly. However, neither the Company nor the
Committee shall have any liability to any person in the event Section 409A of the Code applies to this award or any payments hereunder
in a transaction that result in adverse tax consequences to the Award holder or any beneficiaries or transferees.


Section 4.3.
Requirements of Law. The granting of your Award and the issuance of Stock underlying your RSUs will be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


Section 4.4.
No Impact on Benefits. Your Award will not be compensation for purposes of calculating your rights under any employee benefit
plan, unless otherwise specifically provided in such other plans.


Section 4.5.
Securities Law Compliance; Put Right.


(a) The Company
shall have the authority to determine the instruments by which your Award shall be evidenced. Instruments evidencing your Award
may contain such other provisions as the Company deems advisable. The undersigned understands that the Company has filed with the
Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to the Plan and the shares covered by this Agreement. The Company will endeavor to keep such registration
statement effective, but in the event the Company notifies you that such registration statement is not then effective, you agree
to refrain from sales of shares of Stock until such time as the Company advises you that such registration statement has become
effective.






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(b)
In the event that on the date of delivery of shares of Stock underlying your Restricted Stock Unit, any of the following
shall be true (i) the shares of Stock underlying your Restricted Stock Units may not be sold by you at such time under Rule 144
of the Securities Act, or pursuant to a currently effective registration statement under the Securities Act, (ii) you are unable
to sell the shares of Stock underlying your Restricted Stock Units due to any Company imposed trading restriction or you otherwise
are in possession of material, non-public information regarding the Company or its securities or (iii) the Stock is not listed
on a national stock exchange, the Company shall be obligated, following notice from you as provided below, to repurchase such
number of shares of Stock at the Fair Market Value of the Stock on the date of such repurchase as required to meet the Company’s
required minimum tax withholding with respect to the shares of Stock delivered pursuant to your Restricted Stock Unit (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 shares of Stock underlying your Restricted Stock Units is greater than the Fair Market Value
as determined under the Plan and you have 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.  You must give your
notice to the Company of your election to exercise the right to require the Company to repurchase a portion of the shares of Stock
underlying your Restricted Stock Units not less than two (2) business days before the delivery date.  In the event you
do not exercise such right, you shall be deemed to have elected to forego such right


Section 4.6.
Trading Window Periods. By entering into this Agreement you expressly agree that: (i) during all periods of your service with
the Company or its affiliates, or while you are otherwise maintained on the payroll of the Company or its affiliates, you agree
to abide by all Company securities trading policies, including adherence to any trading “window” periods with respect
to purchases or sales of Company stock and (ii) upon any cessation or termination of your service with the Company and its affiliates
for any reason, you agree that for a period of three (3) months following the effective date of any such termination or cessation
of your service or, if later, for a period of three (3) months following the date as of which you are no longer on the payroll
of the Company and its affiliates, you agree to continue to abide by all such policies and trading windows established from time
to time by the Company.


Section 4.7.
Binding Effect. This Agreement is binding on you and your executors, administrators, heirs and personal and legal representatives
and on the Company and its successors or assigns. This Agreement may be assigned by the Company.


Section 4.8. Entire
Agreement. This Agreement, including the Cover Page and the Plan, contains the entire Agreement and all terms between you and
the Company with respect to this Award, and there are no other understandings, warranties or representations with respect to this
Award.


Section 4.9. No
Right to Employment. Nothing in this Agreement gives you the right to continue working for or with the Company nor changes
the right which the Company has to terminate or change the terms of your employment or service at any time.


Section 4.10.
Governing Law/Jurisdiction. This Agreement and your Award shall be governed by the laws of the State of Delaware (other
than its conflict of law principles).


 



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Section 4.11.
Conflict. Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final, binding
and conclusive for all purposes and upon all persons affected hereby. In the event of a conflict between any term of this Agreement
and the terms of the Plan, the terms of the Plan shall control. Headings contained herein are intended for reference only and shall
not affect the interpretation hereof.


 


Section 4.12. Amendment. 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 without your written consent,
unless such action is necessary to comply with any applicable law, regulation or rule.


 


Section 4.13. Delivery of Documents and Notices.
Any document relating to participating in the Plan and/or notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given (except to the extent that this Award provides for effectiveness only upon actual receipt
of such notice) upon personal delivery, electronic delivery, or upon deposit in the U.S. Post Office or foreign postal service,
by registered or certified mail, with postage and fees prepaid, addressed to the Company at Attn: Robert Sokota, SVP, General Counsel,
360 Hamilton Avenue, White Plains, NY 10601 or to you at the address set forth on page one of this Agreement or at the e-mail address
maintained for you by the Company, or at such other address as you or the Company may designate in writing from time to time to
the other party.


 


(a)Description of Electronic Delivery.
 The Plan document, Plan prospectus, Award Agreement and proxy statements and financial reports of the Company (including
any filings with the Securities and Exchange Commission), may be delivered to you electronically. Such means of delivery may include
but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering
the Plan, the delivery of the document via e-mail or such other delivery determined at the Committee’s discretion.


 


(b)Consent to Electronic Delivery. 
You hereby consent to the electronic delivery of the documents identified in this Section. You may receive from the Company a paper
copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or
electronic mail.


 


Section 4.14. Data Privacy Consent. You
hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal
data as described in this document by the Company for the exclusive purpose of implementing, administering and managing your participation
in the Plan. You understand that the Company holds certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality,
job title, any shares of Stock held in the Company, details of all Awards or any other entitlement to shares of Stock awarded,
canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing
the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and
that the recipient’s country may have different data privacy laws and protections than your country. You authorize the recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering
and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other
third party with whom you may elect to deposit any shares of Stock pursuant to an Award. You understand that you may, at any time,
view such Data and request any necessary correction to such Data.


 






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