EXHIBIT
10.64
STOCK OPTION
AGREEMENT
STOCK OPTION AGREEMENT
(“Agreement”) effective
as of September 8, 2008 (“Grant Date”), by and between
AboveNet, Inc. (the “Company”) and Richard Postma (the
“Optionee”).
WHEREAS, the Optionee is a member of the Board of
Directors of the Company; and
WHEREAS, the Company considers it desirable and in its
best interest that the Optionee be provided an inducement to
acquire an ownership interest in the Company and an additional
incentive to advance the interest of the Company through the grant
of an option to purchase shares of the common stock of the Company
pursuant to the provisions of the Abovenet, Inc. 2008 Equity
Incentive Plan (the “Plan”).
NOW, THEREFORE, the parties agree as follows:
1.
Grant of
Option.
Pursuant to the Plan and subject to the terms
and conditions set forth herein and therein, the Company hereby
grants to the Optionee the right and option (the
“Option”) to purchase all or any part of 1,000 shares
(the “Option Shares”) of the Company’s common
stock, $.01 par value per share (the “Common Stock”).
Capitalized terms that are not defined herein shall have the
meaning set forth in the Plan.
2.
Exercise
Price.
The purchase price (the “Exercise
Price”) of the Option Shares shall be $60 per
share.
3.
Time of
Exercise.
(a) Subject to acceleration as expressly provided
in Paragraph 5 hereof, the Option shall vest and become exercisable
on September 8, 2009 provided that the Optionee remains in
Continuous Service at all times through such date.
(b) Subject to earlier expiration as expressly
provided in Paragraph 5 hereof, the Option shall expire and cease
to have any force or effect on the end of the day immediately
preceding the tenth anniversary of the Grant Date (the
“Scheduled Expiration Date”).
4.
Method of Exercising
Option and Withholding.
(a) The Option shall be exercised, in whole, or
from time to time in part, by the delivery of a written notice of
exercise by the Optionee to the Company at its principal office (or
at such other address as may be established by the Board or the
Committee) stating the number of Option Shares as to which the
Option is being exercised, accompanied by payment in full of the
aggregate Exercise Price for such Option Shares. Payment for such
Option Shares shall be made (i) in U.S. dollars by cash, personal
check, bank draft or money order payable to the order of the
Company, by money transfers or direct account debits; (ii) through
the delivery or deemed delivery based on attestation to the
ownership of Mature Shares (as defined in the Plan) with a Fair
Market Value (as defined in the Plan) at least equal to the total
payment due; (iii) pursuant to a broker-assisted “cashless
exercise” program if established by the Company; or (iv) by a
combination of the methods described in clauses (i) through (iii)
above.
(b) The Company’s obligation to deliver
share
