X0201 3 2003-09-08 0 0001043533 ABOVENET INC NONE 0001119837 GERDELMAN JOHN W C/O ABOVENET, INC. 360 HAMILTON AVENUE WHITE PLAINS NY 10601 1 1 0 0 Chief Exec Officer Stock Units 0 Common Stock 105000 D Employee Stock Options 20.95 2013-09-08 Common Stock 42000 D The Stock Units have been granted under the Issuer's Management Incentive Plan (the "Incentive Plan") pursuant to the terms of a Stock Unit Agreement between the Reporting Person and the Issuer (the "Stock Unit Agreement"). One-fifth of the Stock Units vested on September 8, 2003 (i.e., not subject to forfeiture). The shares of Common Stock underlying these vested Stock Units will be delivered to the Reporting Person on January 2, 2005. An additional one-fifth of the Stock Units will vest on September 8, 2004 and the shares of Common Stock underlying these Stock Units will also be delivered to the Reporting Person on January 2, 2005. The remaining three-fifths will vest and the underlying shares of Common Stock will be delivered in equal installments on each of September 8, 2005, 2006 and 2007. The Issuer has not stated when the shares of Common Stock underlying these Stock Units will be delivered to the Reporting Person. Upon a Change of Control (as defined in the Incentive Plan), 50% of all unvested Stock Units will immediately vest. After the Change in Control, unvested Stock Units will continue to vest in accordance with the original vesting schedule provided in the Stock Unit Agreement. The options have been granted under the Incentive Plan pursuant to the terms of a Stock Option Agreement between the Reporting Person and the Issuer (the "Stock Option Agreement"). One-third of the options will vest on September 8, 2004 and an additional one-third will vest on each of September 8, 2005 and 2006. Upon a Change in Control, 50% of all unvested options will immediately vest and all vested options will remain exercisable for remaining original term of the options. After the Change in Control, unvested options will continue to vest in accordance with the original vesting schedule provided in the Stock Option Agreement. /s/ John Gerdelman 2003-09-18