EX-10.16



 Exhibit 10.16 

ZAYO GROUP HOLDINGS, INC. 

GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD 

(Part A Awards) 
 FOR GOOD AND VALUABLE
CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive one
share of the Company’s common stock, par value $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this Grant Notice, the Zayo Group Holdings, Inc. 2014 Stock Incentive Plan (the “Plan”)
and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the
Standard Terms and Conditions. 
  

			
	Name of Participant:	    	
		
	Grant Date:	    	
		
	Number of restricted stock units:	    	
		
	Vesting Schedule:	    	The Award vests with respect to 100% of the restricted stock units on [DATE] (the “Vesting Date”), subject to continued employment through the Vesting Date.

 By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award
shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions. 
  

					
	ZAYO GROUP HOLDINGS, INC.	 	  

		 		 	Participant Signature
	By	 	  
	 	
	Title:	 	  
	 	Address (please print):
		 		 	  

		 		 	  

		 		 	  









 ZAYO GROUP HOLDINGS, INC. 

STANDARD TERMS AND CONDITIONS FOR 

RESTRICTED STOCK UNITS 

(Part A Awards) 
 These Standard Terms and
Conditions apply to the Award of restricted stock units granted pursuant to the Zayo Group Holdings, Inc. 2014 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically refers
to these Standard Terms and Conditions and are designated as “Part A Awards”. In addition to these Standard Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these
Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. 
  

	1.	TERMS OF RESTRICTED STOCK UNITS 

 Zayo Group Holdings, Inc. (the “Company”), has granted to the
Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) with each Restricted Stock
Unit representing the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”) specified in the Grant Notice. The Award is subject to the conditions set forth in the Grant Notice, these Standard
Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary. 

 

	2.	VESTING AND FORFEITURE OF RESTRICTED STOCK UNITS 

 The Award shall not be vested as of the Grant Date set
forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these
Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no
longer subject to forfeiture are referred to herein as “Vested RSUs.” 
 Notwithstanding anything contained in these Standard Terms and Conditions
to the contrary, upon a Participant’s Termination of Employment prior to the Vesting Date set forth in the Grant Notice for any reason, the Award and all of the Restricted Stock Units subject thereto shall be forfeited and canceled as of the
date of such Termination of Employment. 
  

	3.	SETTLEMENT OF RESTRICTED STOCK UNITS 

 Each Vested RSU will be settled by the delivery of one share of
Common Stock (subject to adjustment under Section 14 of the Plan) to the Participant or, in the event of the Participant’s death, to the Participant’s estate, heir or beneficiary, promptly following the Vesting Date (but in no event
later than 30 days following the Vesting Date); provided that the Participant has satisfied all of the tax withholding obligations described in Section 6 below, and that the Participant has completed, signed and returned any documents and taken
any additional action that the Company deems appropriate to enable it to accomplish the delivery of the shares of 

  
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Common Stock. The date upon which shares of Common Stock are to be issued under this Section 3 is referred to as the “Settlement Date.” The issuance of the shares of Common Stock
hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on the Participant’s behalf with a brokerage firm or other custodian, in
each case as determined by the Company. Fractional shares will not be issued pursuant to the Award. 
 Notwithstanding the above, (i) the Company shall
not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the delivery of shares hereunder would violate any federal, state or other applicable laws, (ii) the Company may issue shares of
Common Stock hereunder subject to any restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements, and (iii) the date on which shares are issued hereunder may
include a delay (which delay shall in no event extend beyond 30 days following the Vesting Date) in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters. 

 

	4.	RIGHTS AS STOCKHOLDER 

 Participant shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any RSUs unless and until shares of Common Stock settled for such RSUs shall have been issued by the Company to Participant (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). 
 Notwithstanding the foregoing, from and after the Grant Date and until the earlier of (a) the time when
the Restricted Stock Units become vested and payable in accordance with the terms hereof or (b) the time when the Participant’s right to receive Common Stock upon payment of Restricted Stock Units is forfeited, on the date that the Company
pays a cash dividend (if any) to holders of Common Stock generally, the Participant shall be entitled to a number of additional whole Restricted Stock Units determined by dividing (i) the product of (A) the dollar amount of the cash
dividend paid per share of Common Stock on such date and (B) the total number of Restricted Stock Units (including Dividend Equivalents paid thereon) previously credited to the Participant as of such date, by (ii) the Fair Market Value per
share of Common Stock on such date. Such Dividend Equivalents (if any) shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units to which the Dividend
Equivalents were credited. 
  

	5.	RESTRICTIONS ON RESALES OF SHARES 

 The Company may impose such restrictions, conditions or limitations
as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested RSUs, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers. 

  
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	6.	TAX WITHHOLDING 

 The Company has the right to deduct or otherwise effect a withholding of the amount of
any taxes (including, but not limited to, any FICA, FUTA, and similar taxes) required by federal, state, local or foreign laws to be withheld or otherwise deducted and paid with respect to the grant, vesting or settlement of the Restricted Stock
Units; or, in lieu of such withholding, to require that the Grantee pay to the Company in cash (or, at the sole discretion of the Committee, in the form of shares of Common Stock or net settlement of the Award) the amount of any taxes required to be
withheld or otherwise deducted and paid by the Company or any Subsidiary in connection with the grant, vesting or settlement of the Restricted Stock Units. Unless the tax withholding obligations of the Company or any affiliate are satisfied, the
Company will have no obligation to issue a certificate for any of the shares of Common Stock otherwise issuable pursuant to the Award (whether vested or unvested). 
  

	7.	NON-TRANSFERABILITY OF AWARD 

 The Participant understands, acknowledges and agrees that, except as
otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution. 

 

	8.	OTHER AGREEMENTS SUPERSEDED 

 The Grant Notice, these Standard Terms and Conditions and the Plan
constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded. 

 

	9.	LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS 

 Neither the Participant
(individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of
the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these
Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the
Participant’s employment at any time for any reason. 
  

	10.	SECTION 409A 

 Notwithstanding any other provision of the Plan or these Standard Terms and Conditions,
this Award is not intended to provide for a deferral of compensation within the meaning of Section 409A of the Code and is intended to qualify for as a “short-term deferral” under Section 409A of the Code, and these Standard
Terms and Conditions shall be construed or deemed to be amended as necessary to effect such intent. Under no circumstances, however, shall the Company have any liability under the Plan or these Standard Terms and Conditions for any taxes, penalties
or interest due on amounts paid or payable pursuant to the Plan or these Standard Terms and Conditions, including any taxes, penalties or interest imposed under Section 409A of the Code. 

  
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	11.	GENERAL 

  

	(a)	In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible,
to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or
unenforceable provision. 

  

	(b)	The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning,
construction or effect. 

  

	(c)	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. 


 

	(d)	These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law. 


 

	(e)	In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the
Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. 

  

	(f)	All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion. 


 

	12.	ELECTRONIC DELIVERY 

 By executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or
other electronic delivery. 

  
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