Exhibit 10.3


 


1015
31st Street, NW  Suite 330


Washington,
DC  20007


Tel:   202-295-4201


Confidential
Fax:   202-342-8269


 


July 1, 2004


 


R.R. Harrison III


2 South Beers Street


Holmdel, New Jersey 07733


 


Re:       Executive
Employment Agreement


 


Dear Reed:


 


Cogent Communications is offering you the position of President and
Chief Operating Officer. Your monthly starting salary will be $22,916.67, the
equivalent of $275,000 if calculated annually. This position is an “exempt”
position and will not be eligible for overtime compensation.  Your salary will be paid semi-monthly.


 


You will serve as President and Chief Operating Officer of the Company,
reporting directly to the Chairman and Chief Executive Officer, with duties and
authority as are customary for such a role. 
These duties include but are not limited to all engineering, operations,
customer care, provisioning, real estate, and chief network, technology, and
information officer functions appropriate to your executive status.


 


You will devote substantially your full business time and attention
toward the fulfillment and execution of all assigned duties.  You may devote such time and attention as
needed to other business activities such as personal investments, independent
consulting, board memberships, and advisory roles.  Such other business activities will not unreasonably interfere
with your assigned duties.


 


In addition to the cash compensation you receive, Cogent will issue to
you options to purchase 8427 shares of Series H Preferred Stock at a strike
price of $230.77 per Series H share (8427 shares of Series H stock will
currently convert to 6,482,307 shares of common stock and the equivalent strike
price would be $.30.)  These options
will vest monthly beginning on your date of employment such that you will be
fully vested after four (4) years in 48 equal portions on the first of each
month of employment.  If, following a
Change of Control (as defined below), you are terminated other than for Cause
(as defined below) or you resign for Good Reason (as defined below), you will
be fully vested in your options, as more fully described in the accompanying
Severance Agreement, incorporated by reference.  Your accompanying Option Agreement, also incorporated by
reference, will also provide for accelerated vesting over a period of twelve
(12) months immediately following a Change of Control.  In order to receive these options, you must
sign Cogent’s 


 

















 


accompanying Option Agreement at the time of your employment.
Shareholder approval and board approval of the plan under which these options
will be issued has not yet been received. 
You agree that should the plan not be approved or not become effective
for any reason this option grant will be void and that you will not be entitled
to any payment or benefit as compensation. 
In such event, the parties agree to negotiate commercially reasonable
substitute provisions of equal value. 
These will be “non-qualified” options for purposes of the Internal
Revenue Code.  Consequently you will be
treated as receiving compensation income at the time specified by the Internal
Revenue Code.  You recognize that Cogent
will withhold from your salary any amounts required by law to be withheld as a
result of the receipt of such compensation income.  You may elect, by written notice to Cogent, to substitute up to
$100,000 per year of Incentive Stock Options, (“ISOs”), whose strike price will
be the fair market value on date of issuance, and will be subject to all laws
and regulation governing such ISOs.  You
may make such election prior to July 6, 2004 and as to each ensuing year,
prior to the anniversary thereof.


 


Cogent will pay to you within 5 business days of the date of your
employment $50,000 (reduced by applicable taxes) as a signing bonus to cover
your moving expenses.  If you terminate
your employment with Cogent without Good Reason or are terminated for Cause
prior to the first anniversary of your employment, you will repay to Cogent
$37,500; if you terminate your employment with Cogent without Good Reason or
are terminated for Cause before the second anniversary of your employment, you
will repay to Cogent $25,000; if you, terminate your employment with Cogent
without Good Reason or are terminated for Cause before the third anniversary of
your employment you will repay to Cogent $12,500.  You agree that Cogent may withhold from your severance, if any,
or other payment due you the amount payable hereunder.  If (i) your employment is terminated without
Cause, (ii) your employment is terminated due to Death or Disability; (iii) you
terminate your employment for Good Reason, or (iv) your employment is severed
for any reason after the last-referenced anniversary date, then in each such
case, you will be under no obligation to reimburse the Company any portion of
the signing bonus.


 


In the absence of a Change of Control, in the event of termination of
your employment by Cogent other than for Cause, you will receive six month’s
salary against $275,000 and in addition, you will immediately become vested in
the next three months of options, as set forth more fully in the attached
Severance Agreement, and Option Agreement. 
In addition, you will receive the benefits described in the attached
Severance Agreement.  In the event of
termination of your employment other than for Cause, or in the event you
terminate your employment for Good Reason, in either case in conjunction with
or following a Change in Control, you will receive six months salary against
$275,000 and immediate vesting of all options, together with those benefits set
forth in the accompanying Severance Agreement and Option Agreement.


 


Cogent will periodically evaluate your performance at minimum intervals
of 12 months and commencing January 31, 2005.  these reviews will be utilized to evaluate your compensation
package relative to the market for similar level professionals at organizations
of comparable stage of development and market opportunity as Cogent.  The findings of these reviews will be
submitted to the Company’s compensation committee for final decision and
appropriate compensation adjustments. 
You will also be eligible to receive one-time bonuses of 3% of base
salary, upon 2 consecutive quarters of positive 


 

















 


EBITDA, and of 7% of base salary upon 2 consecutive quarters of
positive cash flow, together with any other bonus consideration applicable to
the Company’s senior management.  These
bonuses will be paid (on a pro rata basis if applicable) in the event of
termination of employment by the Company without Cause, or by you for Good
Reason.


 


As a member of Cogent’s team, you will be entitled to health care and
dental coverage, which is partially (50%) funded by the company.  The company will also offer a funded life
insurance plan.  The company has also
implemented a 401(k) retirement plan that is corporately administered, however,
it requires individual contributions on a non-matching basis by individual
participants.  You will be eligible for
3 weeks paid vacation annually. Additionally, the company has 6 fixed major
holidays and 3 discretionary floating holidays to be chosen by you.  These benefits may be modified by Cogent at
any time.


 


Your employment by Cogent and the benefits, including the options,
described herein is subject to approval by Cogent’s board of directors.  We will notify you when the board has
approved your employment and the terms of your employment.  Until such approval is received this letter
will not constitute an offer or agreement.


 


Your employment will commence on July 1, 2004 or at a mutually
agreed-upon to date between yourself and the company.  Also, as a condition of employment, you will be required to sign
Cogent’s accompanying standard agreement (incorporated herein by reference)
providing for invention disclosure and assignment, limitation of your right to
compete with Cogent if you leave, and non-disclosure of confidential
information.  Your employment is also
contingent upon completing the Form I-9 (Employment Eligibility Verification)
and providing the required documentation establishing your legal right to work
in the U. S. on your first day of employment. Please note that by law, the I-9
requirement must be met before you can begin work.


 


You will be an employee at will and may be discharged at any time
without cause.


 


Any disputes between the parties concerning the interpretation and application
of this Employment Agreement and attachments, shall be resolved exclusively by
arbitration under the then-applicable procedures of the American Arbitration
Association, (Labor Section, Washington, D.C.).  The arbitrator’s fees and costs of such proceeding shall be
shared equally.


 

















 


We look forward to having you join our team and build the most advanced
next generation network for high-speed Internet services.  If you have any further questions, please
give me a call at 202-295-4201.


 


 


	
  Sincerely,

  
	
   

  
	
  /s/David Schaeffer

  	
   

  
	
   

  
	
  Dave Schaeffer

  
	
  CEO

  



 


 


	
  Accepted

  	
   

  
	
   

  	
   

  
	
  /s/R. Reed Harrison III

  	
   

  	
  7/1/2004

  	
   

  
	
  R.
  R. Harrison III

  	
   

  	
  Date

  	
   

  



 

















 


	
  Notice of Grant of Stock Options and Option
  Agreement

  	
  Cogent Communications Group, Inc.

  
	
   

  	
   

  
	
  Option holder:  R.R. Harrison III

  	
  Plan:        2004
  Incentive Award Plan

  



 


Effective as of the date indicated below (the “Grant Date”) you have
been granted a Nonstatutory Option to buy 8427 shares of Series H Participating
Convertible Preferred Stock $.001 par value of Cogent Communications Group,
Inc. (the Company) at $230.77 per share (“the Option”).  This option will become vested and may be
exercise in accordance with the following schedule:


 


The right to purchase all of the shares
subject to the Option will vest in 48 equal monthly portions, commencing on
July 1, 2004, and continuing on the first day of each month of the 47
ensuing months, whereupon you will be fully vested.


 


Notwithstanding the foregoing, this option shall be fully vested and
exercisable upon the termination of your employment by reason of death or
disability.  Upon a Change of Control
vesting shall accelerate such that the Option shall be fully vested within 12
months from the date of the Change of Control. 
The acceleration shall be effected by increasing the vesting increment
set forth above to the percentage, if larger, resulting from dividing the
difference between 100 and the Participant’s current vested percentage by
12.  Upon termination of employment any
unvested portion of the Option shall expire; non-ISO vested options may be
exercised during a period of ten years from the Grant Date.  In addition, full vesting shall occur in
accordance with paragraph 5 of your Severance Agreement, dated July 1,
2004 and such paragraph is hereby incorporated by reference.


 


The option must be exercised, if at all, to the extent vested prior to
the tenth anniversary of the Grant Date, and if not exercised prior thereto
shall terminate and no longer be exercisable. 
In addition, if the option is an Incentive Stock Option it must be
exercised within 90 days of the date you cease to be an employee.  The option will be deemed exercised upon
delivery of a properly completed Exercise Notice and payment of the Option
exercise price per share and any applicable tax withholding to the Company.  Payment maybe made in cash, by check, or
such other method as the Company may permit from time to time as set forth in
the Plan.  The Company will cooperate in
the cashless exercise of the Options by delivery of shares to a recognized
broker of Harrison’s selection, provided, however that the Company shall
receive the strike price upon conclusion of the transaction.  The shares that may be acquired upon
exercise of the option may be subject to certain rights of first refusal and
repurchase rights of the Company, to the extent required under the Exercise
Notice and other procedures established by the Committee. The option may not be
exercised for a fraction of a share.


 


If Executive is terminated other than for Cause, or terminates his
employment for Good Reason, in either case in conjunction with or following a
Change of Control, Executive shall on the date of notification of such
termination become fully vested in any restricted stock, options, or other
similar incentive plan involving vesting. 
In the absence of a Change of Control, if Executive is terminated other
than for Cause or terminates his employment for Good Reason, Executive shall,
on the date of notification of such termination, become vested in any
restricted stock, options, or other similar incentive plan involving vesting,
in all such restricted stock or options in which he would have become vested in
the month of the effective date of such termination of employment, together
with those in which he would have become vested in the three (3) ensuing
months.


 


This option is granted under and governed by the terms and conditions
of the Company’s 2004 Incentive Award Plan as may be amended from time to
time.  Defined terms used herein shall
have the meaning set forth in the 2004 Incentive Award Plan, unless otherwise
defined herein.  The Company shall not
exercise any discretionary authority under the 2004 Incentive Award Plan to
restrict, circumvent or defeat the recipient’s grant, exercise or acceleration
of Options hereunder.


 


 


	
  /s/David Schaeffer

  	
   

  	
  July 14, 2004

  
	
  Cogent Communications Group, Inc.

  	
  Date

  



 

















 


Severance Agreement


 


1.       This
agreement is entered into by Cogent Communications, Inc. (“Cogent”) and the
executive employee signing this Agreement, below (“Executive”).


 


2.       As
an inducement for Executive to focus his full efforts on Cogent’s business
without undue concern for future employment the Compensation Committee of the
Cogent Board of Directors has approved the following minimum severance
provisions for Executive.  This
severance is not intended to reduce any severance arrangement provided for in
Executive’s offer letter or other agreement. 
In any case in which such offer letter or other agreement provides a
greater severance compensation with respect to cash payment or continuation of
benefits Executive shall receive the greater cash payment or benefit.


 


3.       If
Executive is terminated other than for Cause (as defined below) or Executive
terminates his employment for Good Reason (as defined below), Executive shall
continue to receive his salary (reduced by all mandatory withholdings for taxes
or other governmentally required payments such as garnishments) for six (6)
months following the date of termination, i.e. Executive shall be paid through
the 183rd day following the date of termination.  However, if either such termination follows a Change of Control
(as defined below) such payment shall be made as a lump sum within 5 days of
termination. Salary means Executive’s salary before voluntary withholdings and
reductions (such as those for parking, 401(k) plan, medical, dental, and life
insurance) and before mandatory withholdings for taxes and other governmentally
required payments such as garnishments. 
At the election of Executive, the employee share of the cost of benefits
(provided in paragraph 4) may be paid through a salary reduction agreement (in
order to make such payments with pre-tax income).  If the amount payable under this paragraph is less than the
amount payable under Executive’s offer letter or other agreement no payment shall
be made under this paragraph and Executive shall instead receive the payment
provided for in the offer letter or other agreement.  In addition to the severance payments provided under this
paragraph, Executive shall receive the benefit of certain accelerated vesting
of applicable options, as set forth under the applicable provisions of the
accompanying Option Agreement.


 


4.       If
Executive is terminated other than for Cause or Executive terminates his
employment for Good Reason, Executive shall continue to receive through the
last day of the sixth month following the month in which termination occurs all
health insurance, dental insurance, life insurance (to the extent paid by the
company), and long term disability insurance. 
Cogent shall pay the company share of such benefits and Executive shall
pay the employee share, e.g. the employee portion of the premium for health and
dental insurance.  The employee share
and company share shall be the same as currently applicable to the benefits at
the time of termination.  If the value
of the benefit under this paragraph is less than the benefit under Executive’s
offer letter or other agreement no benefit shall be provided under this
paragraph and Executive shall instead receive the benefit provided for in the
offer letter or other agreement.


 


5.       If
Executive is terminated other than for Cause, or terminates his employment for
Good Reason, in either case in conjunction with or following a Change of
Control, Executive shall on the date of notification of such termination become
fully vested in any restricted stock, options, or other similar incentive plan
involving vesting, notwithstanding 


 

















 


any provision to the contrary contained in the second sentence of
Section 10.2 of the 2004 Incentive Award Plan.


 


6.       In the event of termination for any
reason, Executive shall, in addition to any entitlements set forth above,
receive all accrued, unused vacation pay in a lump sum payment at his
then-applicable rate of pay, in accordance with applicable Company vacation
policies.


 


7.       Executive shall be under no obligation
to seek or obtain subsequent employment or to mitigate his economic damages, in
order to receive the severance pay, options, and other benefits provided
herein.


 


8.       For purposes of this agreement, Cogent
shall have “Cause” to terminate the Executive’s employment hereunder (i) upon
the Executive’s conviction for the commission of an act or acts constituting a
felony under the laws of the United States or any state thereof, or (ii) upon
the Executive’s willful and continued failure to substantially perform his or
her duties hereunder (other than any such failure resulting from the
Executive’s incapacity due to physical or mental illness), after written notice
has been delivered to the Executive by Cogent, which notice specifically
identifies the manner in which the Executive has not substantially performed
his duties, and the Executive’s failure to substantially perform his duties is
not cured within ten (10) business days after notice of such failure has been
given to the Executive. No act or failure to act on the Executive’s part shall
be deemed “willful” unless done or omitted to be done, by the Executive not in
good faith and (i) without reasonable belief that the Executive’s act, or
failure to act, was in the best interest of Cogent, or (ii) without the
reasonable belief that such act or omission was required by law.


 


9.       “Good Reason” shall mean the occurrence
(without the Executive’s express written consent) of any one of the following:


 


a.               the assignment to Executive
of duties inconsistent with the Executive’s status as a senior executive
officer of the Company or a substantial adverse alteration in the nature or
status of the Executive’s responsibilities; or


 


b.              if Executive is an
attorney, resignation required by any applicable law, regulation, rule, or code
of professional responsibility; or


 


c.               a reduction in Executive’s
salary;


 


d.              relocation of Executive’s
principal place of employment outside of the Washington, DC area; or


 


e.               A material breach by Cogent
of the Employment Agreement, Severance Agreement, or Option Agreement.


 


10.     “Change
of Control” shall mean any of the following: (i) a consolidation, merger or
reorganization of Cogent Communications Group, Inc. with or into any other
corporation or corporations in which the stockholders of Cogent Communications
Group, Inc. immediately before such event shall own fifty percent (50%) or less
(calculated on an as converted basis, fully diluted) of the voting securities
of the surviving corporation;


 


(ii)
a transaction or series of related transactions, other than an underwritten
public offering, in which at least fifty percent (50%) of Cogent Communications
Group, Inc.’s 


 

















 


voting
power is transferred; (iii) the sale, transfer or lease of all or substantially
all of the assets of Cogent Communications Group, Inc.; (iv) the acquisition of
shares of capital stock of Cogent Communications Group, Inc. (whether through a
direct issuance by Cogent Communications Group, Inc., negotiated stock
purchase, a tender for such shares, merger, consolidation or otherwise) by any
party or group that did not beneficially own a majority of the voting power of
the outstanding shares of capital stock of Cogent Communications Group, Inc.
immediately prior to such purchase, the effect of which is that such party or
group beneficially owns at least a majority of such voting power immediately
after such event; or (v) the consummation by Cogent Communications Group, Inc.
of a plan of complete liquidation of Cogent Communications Group, Inc..


 


11.     Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to any act or
failure to act constituting Good Reason hereunder. Notwithstanding the
foregoing, a termination shall not be treated as a Termination for Good Reason
if the Executive shall have consented in writing to the occurrence of the event
giving rise to the claim of Termination for Good Reason.


 


12.     Executive shall be entitled to the
indemnification set forth in the certificate of organization of any entity for
which he or she performs services to the maximum extent permitted by law.  Executive shall also be entitled to the
protection of any insurance policies Cogent may elect to maintain generally for
the benefit of its directors and officers.


 


13.     Executive agrees that he or she remains
an employee at will whose employment may be terminated at any time with or
without cause.


 


14.     Cogent agrees that Executive is giving
consideration for this agreement by relying upon its provisions in determining
whether or not to seek other employment.


 


	
  Accepted
  and agreed to:

  
	
   

  	
   

  	
  Cogent Communications, Inc.

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
    /s/David
  Schaeffer

  	
   

  	
   

  	
   

  	
    /s/R. Reed
  Harrison III

  
	
  Name:

  	
   

  	
  Dave Schaeffer

  	
  Name:

  	
   

  	
  R. Reed Harrison III

  
	
  Title:

  	
   

  	
  CEO

  	
  Date:

  	
   

  	
  7/1/2004

  
	
  Date:

  	
   

  	
  7/1/04

  	
   

  	
   

  	
   

  
							



 

















 


CONFIDENTIALITY AND NON-COMPETE AGREEMENT


 


In
consideration of my employment with COGENT
COMMUNICATIONS, INC., a Delaware corporation (the “Company”),
I hereby represent to and agree with the Company as follows:


 


1.             Company Business.  I understand that the Company is engaged in a
continuous program of research, development, production and marketing in
connection with its business and that, as an essential part of my employment
with the Company, I may be expected to make new contributions to, and create
Inventions (as defined below) of value for, the Company.


 


2.             Disclosure of Inventions. 
From and after the
date I first became employed with the Company, I will promptly disclose in
confidence to the Company all inventions, improvements, designs, original works
of authorship, formulas, processes, compositions of matter, computer software
programs, databases, mask works, and trade secrets (collectively, “Inventions”),
whether or not patentable, copyrightable or protectible as trade secrets, that
are made or conceived or first reduced to practice or created by me, either
alone or jointly with others, during the period of my employment.


 


3.             Work for Hire; Assignment of Inventions.  I acknowledge that copyrightable works prepared by me within the scope
of my employment are “works for hire” under the United States Copyright Act and
that the Company will be considered the author thereof.  I agree that all Inventions that (a) are
developed using equipment, supplies, facilities or trade secrets of the
Company, (b) result from work performed by me for the Company, or (c) relate to
the Company’s business, or current or anticipated research and development,
will be the sole and exclusive property of the Company and are hereby assigned
by me to the Company.


 


4.             Assignment of Other Rights. 
I hereby irrevocably
transfer and assign to the Company:  (a)
all worldwide patents, patent applications, copyrights, mask works, trade
secrets and other intellectual property rights in any Invention; and (b) any and
all “Moral Rights” (as defined below) that I may have in or with respect
to any Invention.  I also hereby forever
waive and agree never to assert any and all Moral Rights I may have in or with
respect to any Invention, even after termination of my work on behalf of the
Company.  The term “Moral Rights” shall
mean any rights to claim authorship of an Invention to object to or prevent the
modification of any Invention, or to withdraw from circulation or control the
publication or distribution of any Invention, and any similar right, existing
under judicial or statutory law of any country in the world, or under any
treaty, regardless of whether or not such right is denominated or generally
referred to as a “moral right.”


 


5.             Assistance.  I agree to assist the Company in every proper way to obtain for the
Company and enforce patents, copyrights, mask work rights, trade secret rights
and other legal protections for the Company’s Inventions in any and all
countries.  I will execute any documents
that the Company may reasonably request for use in obtaining or enforcing such
patents copyrights, mask work rights, trade secrets and other legal
protections.  My obligations under this
paragraph will continue beyond the termination of my employment with the
Company, provided that the Company will compensate me at a reasonable rate
after such termination for time or expenses actually spent by me at the 


 

















 


Company’s
request on such assistance.  I hereby
appoint the Secretary of the Company as my attorney-in-fact to execute documents
on my behalf for this purpose.


 


6.             Proprietary
Information.  I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to the business of
any parent, subsidiary, affiliate, customer or supplier of the Company or any
other party with whom the Company agrees to hold information of such party in
confidence (“Proprietary Information”). 
Such Proprietary Information includes but is not limited to Inventions,
marketing plans, product plans, business strategies, financial information,
forecasts, personnel information and customer lists.


 


7.             Non-Competition.


 


(a)           I agree that, during my
employment by the Company and for six (6) months after the effective date of
termination of my employment by the Company (the “Non-Compete Period”),
I will not:


 


(i)            Compete (as defined
below) with the Company, or any entity which is a subsidiary or affiliate of
the Company as of the date of termination;


 


(ii)           interfere with or
disrupt, or attempt to interfere with or disrupt, the relationship, contractual
or otherwise, between the Company, or any subsidiary or affiliate of the
Company, and any customer, supplier or employee of the Company, or any such
subsidiary or affiliate;


 


(iii)          assist a Competitor (as
defined below) of the Company by providing consulting or other advisory
services to that Competitor; or


 


(iv)          offer employment to any
current employee of the Company or solicit (directly or indirectly,
individually or in connection with any new employer or other business partner)
any current employee of the Company to accept employment elsewhere.


 


(b)           The following terms, as
used in this Section 7 shall have the meanings set forth below:


 


(i)            The “Company’s
Business” means providing very high band width internet access to business
users in the markets served or planned to be served by the Company and any of
the other substantial business activities of the Company, as described in the
business plan of the Company attached hereto.


 


(ii)           The term “Competitor”
means any firm, corporation or entity substantially engaged in the Company’s
Business.

















 


(iii)          The term “Compete”
with the Company means to engage in a business venture or share substantial
responsibility for the development or operation of a division or group within a
larger corporate body, the primary product or service of which competes
directly is a direct competitor with the Company’s Business in the Markets
served or planned to be served by the Company, as an employee, officer,
director, proprietor, partner or stockholder or other security holder (other
than ownership of a corporation listed on a national securities exchange or the
securities of which are regularly traded in the over-the-counter market,
provided that I at no time own in excess of 10% of the outstanding securities
of such corporation entitled to vote for the election of directors).


 


(iv)          The term “affiliate”
means any person, firm or corporation, directly or indirectly through one or
more intermediaries, controlling, controlled by or under common control with
the Company.


 


(c)           I further acknowledge
that this Section 7 is an independent covenant within this Agreement, and
that this covenant shall survive any termination of Agreement and shall be
treated as an independent covenant for the purposes of enforcement.  With respect to this covenant, I hereby
acknowledge receipt of Ten Dollars ($10.00) and other good and valuable
consideration stated herein including the consideration of my continued
employment by the Company.


 


(d)           I shall, during the
term of this Agreement and thereafter, notify any prospective employer of the
terms and conditions of this Agreement regarding confidentiality, nondisclosure
and noncompetition.


 


(e)           During the Non-Compete
Period, I shall not publicly disparage the Company, its Business or its
employees.


 


(f)            I hereby acknowledge
that the Company’s Business is unique in character and international in
scope.  As such, I agree that the
Company’s Business could be located anywhere in the world and that the
provisions of this Section 7 are reasonable and necessary for
maintenance of the Business.


 


8.             Confidentiality.  At all times, both during my employment with the Company and after any
termination of such employment, I will keep and hold all Proprietary
Information in strict confidence and trust, and I will not use or disclose any
such Proprietary Information without the prior written consent of the Company,
except as may be necessary to perform my duties as an employee of the Company
for the benefit of the Company.  Upon
termination of my employment with the Company, I will promptly deliver to the
Company all documents and materials of any nature pertaining to my work with
the Company and I will not take with me or otherwise retain any documents or
materials or copies thereof containing any Proprietary Information.


 


9.             No Breach of Prior
Agreement.  I represent that my performance of all the
terms of this Employee Confidentiality and Invention Assignment Agreement and
my duties as an employee of the Company will not breach any invention
assignment, 


 

















 


proprietary information or similar agreement with any former employer
or other party.  I represent that I will
not bring with me to the Company or use in the performance of my duties for the
Company any documents or materials of a former employer that are not generally
available to the public or have not been legally transferred to the Company.


 


10.       Notification.  I hereby authorize the Company to notify my actual or future employers
of the terms of this Agreement and my responsibilities hereunder.


 


11.       Name and Likeness Rights,
Etc.  I hereby authorize the Company to use, reuse, and to grant others the right
to use and reuse, my name, photograph, likeness (including caricature), voice,
and biographical information, and any reproduction or simulation thereof, in
any media now known or hereafter developed (including but not limited to film,
video and digital or other electronic media), both during and after my
employment, for whatever purposes the Company deems reasonably necessary.


 


12.       Injunctive Relief.  I understand that in the event of a breach or threatened breach of this
Agreement by me the Company may suffer irreparable harm and will therefore be
entitled to injunctive relief to enforce this Agreement.


 


13.       Governing Law.  This Agreement will be governed and interpreted in accordance with the
internal laws of the State of Delaware without regard to or application of
choice of law rules or principles.


 


14.       Severability.  In the event that any provision of this Agreement is found by a court,
arbitrator or other tribunal to be illegal, invalid or unenforceable, then such
provision shall not be voided, but shall be enforced to the maximum extent
permissible under applicable law, and the remainder of this Agreement shall
remain in full force and effect.


 


15.       Advisory Boards/Consulting. 
Nothing herein shall restrict me from participating on the Advisory Board
of Accenture LLP, or from holding similar consulting and advisory positions.


 


16.       No Duty to Employ: Effective
Date.  I understand that this Agreement does not
constitute a contract of employment or obligate the Company to employ me for
any stated period of time.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed Employee Confidentiality and
Non-Compete Agreement effective as July 1, 2004.


 


	
   

  	
  COGENT COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David
  Schaeffer

  
	
   

  	
  Name:

  	
  Dave
  Schaeffer

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/R.
  Reed Harrison III       7/1/2004

  
	
   

  	
  Name:

  	
  R.
  Reed Harrison III