EXHIBIT 10.46




STOCK UNIT AGREEMENT




STOCK UNIT AGREEMENT(“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Richard Shorten(the “Participant”).




WHEREAS,the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 2008 Equity Incentive Plan (the “Plan”);




NOW, THEREFORE, the parties agree as follows:




1.           Grant of Stock Units.




Pursuant to the Plan and on the terms and subject to the conditions set forth herein and therein, the Company hereby grants to the Participant3,000 stock units (the “Stock Units”).  Each Stock Unit constitutes a right to receive from the Company one share (each a “Unit Share” and collectively the “Unit Shares”) of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), subject to adjustment as provided in the Plan.  Capitalized terms that are not defined in this Agreement shall have the respective meanings given in the Plan.




2.           Vesting; Delivery of Unit Shares.




Subject to earlier vesting and delivery as set forth below, forty percent (40%) (1,200) of the Stock Units vest (i.e., are not subject to forfeiture) and the associated underlying Unit Shares will be delivered on November 16, 2010 and the remaining sixty percent (60%) (1,800) of the Stock Units vest and the associated underlying Unit Shares will be delivered on November 16, 2011.




3.           Withholding.




The Company’s obligation to deliver Unit Shares under this Agreement shall be subject to the payment by the Participant of any applicable federal, state and local withholding tax.  The Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes required to be withheld with respect to the vesting of the Stock Units or the delivery of the Unit Shares.




4.           Termination of Employment; Change of Control.




(a)           In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.




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(b)           Upon the termination of Participant’s Continuous Service with the Company for any reason other than the Participant’s death, any unvested Stock Units shall immediately be forfeited.




(c)           In the event of a Change of Control all unvested Stock Units shall vest and the underlying Unit Shares shall be immediately delivered to the Participant.




(d)           The parties may not accelerate the delivery of any Stock Units before the dates set forth above.




5.           Transfer of Stock Units; Limitations on Delivery of Unit Shares; Put Right.




(a)           The Stock Units are not transferable otherwise than by will or the laws of descent and distribution.  Any attempt to transfer the Stock Units in contravention of this subparagraph (a) is void ab initio.  The Stock Units shall not be subject to execution, attachment or other process.




(b)           In the event that on the date of delivery, any of the following shall be true (1) the Unit Shares may not be sold by the Participant at such time under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to a currently effective registration statement under the Securities Act, (2) the Participant is unable to sell the stock underlying his Unit Shares due to any Company imposed trading restriction or the Participant otherwise is in possession of material, non-public information regarding the Company or its securities or (3) the
Company’s shares are not listed on a national stock exchange, the Company shall be obligated, following notice from the Participant as provided below, to repurchase such number of Unit Shares at the Fair Market Value of the Unit Shares on the date of such repurchase as required to meet the Company’s required minimum tax withholding with respect to the delivered Unit Shares (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 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 (b) shall be increased to the value determined by the Internal Revenue Service.  The Participant must give his notice to the Company of his election to exercise the right to require the Company to repurchase a portion of the Unit Shares not less than two (2) business days before the delivery date.  In the event such Participant does not exercise such right, he shall be deemed to have elected to forego such right.




6.           No Rights in Unit Shares.




The Participant shall have none of the rights of a shareholder with respect to particular Unit Shares unless and until such Unit Shares are issued and delivered to him under this Agreement.




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7.           No Right to Employment.




Nothing contained herein shall be deemed to confer upon the Participant any right to remain as an employee of the Company.  The Company reserves the right to dismiss the Participant free from any liability hereunder, or any claim under the Plan, except as specifically provided in this Agreement.




8.           Governing Law/Jurisdiction.




This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws.




9.           Miscellaneous.




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 unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.  This Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.  The paragraph headings
herein are intended for reference only and shall not affect the interpretation hereof.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.




/s/ Richard Shorten Jr.Richard Shorten Jr.GranteeABOVENET, INC.By:
/s/ Robert SokotaName:  Robert SokotaTitle: Senior Vice President and General Counsel




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