FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.1
FIRST
AMENDMENT
TO
This
Amendment to the Employment Agreement, effective as of September 2, 2008 (the
“Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and
Xxxxxxx X. XxXxxxx (the “Employee”) is effective as of January 25, 2011 (this
“Amendment”).
WHEREAS,
the Company and the Employee are parties to the Employment Agreement, whose term
is scheduled to expire on November 16, 2011 (the “Term”);
WHEREAS,
the parties wish to extend the Term of the Employment Agreement to December 31,
2011; and
WHEREAS,
the parties also wish to clarify the terms of entitlement to the annual bonus
being earned over the calendar year performance period;
NOW
THEREFORE, the Employment Agreement is hereby amended as follows:
1. Section
1(b) of the Employment Agreement shall read as follows:
(b) The term (the “Term”) of the
Employee’s employment hereunder will commence on the Effective Date and, unless
sooner terminated as provided in Section 6 hereof, will terminate at the end of
the day on December 31, 2011. The Term shall be automatically
extended unless sooner terminated as provided herein, for successive additional
one-year periods, unless at least 120 days prior to the end of Term, the Company
or the Employee has notified the other that the Term will not be
extended.
2. Section
3(b) of the Employment Agreement shall read as follows:
In
addition to the Base Salary set forth in Section 3(a) hereof, the
Employee will have an annualized bonus targeted at 35% of Base Salary (as in
effect on December 31 of the applicable year) based on performance against the
Company’s EBITDA plan and other bonus targets set by the Compensation Committee
of the Board of Directors (the “Bonus
Plan”). In the event that the Employee is employed on December
31 of the calendar year in which the bonus is being earned, the Employee shall
be entitled to receive the bonus payable with respect to such year, which bonus
shall be determined following the close of such year and in all events paid by
March 15th
following the close of such year.
3. All
other provisions of the Employment Agreement shall remain in force and
effect.
IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Employment Agreement as of the date first set forth above.
| ABOVENET, INC. | |||
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By:
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/s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |||
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Title:
SVP and General Counsel
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| EMPLOYEE | |||
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/s/ Xxxxxxx X. XxXxxxx
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Xxxxxxx
X. XxXxxxx
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