Exhibit 10.1

2450 N Street, NW

Washington, DC 20037

Tel: 202-295-4200

Confidential Fax: [private line]

April 17, 2020

Mr. Sean Wallace

[private address]

Dear Sean:

Cogent Communications is offering you the position of Vice President, Chief Financial Officer and Treasurer. Your monthly starting salary will be $29,167, the equivalent of $350,000.00 if calculated annually. Your position will be located at Cogent’s headquarters in Washington, DC. This position is an “exempt” position and you will not be eligible for overtime compensation. Base salary will be paid semi-monthly. You will be an “at will” employee.

In addition to the cash compensation you receive, Cogent will grant to you 12,000 (twelve thousand) shares of common stock pursuant to Cogent’s standard grant terms. Twenty-five percent (25%) of these shares will vest on June 1, 2021, and the remainder will vest quarterly over the next three (3) years so that you will be fully vested after four (4) years of employment. Vesting ceases if you leave the company. The award of these shares is subject to approval by the Board of Directors. Thereafter, as a senior executive of the company, you will be eligible for additional grants of restricted stock.

In the event of a termination without Cause or termination for Good Reason (each used as defined in the attached Severance Agreement), you will be eligible upon approval by the Board of Directors for the benefits contained in the Severance Agreement attached to this letter.

As a member of Cogent’s team, you will be eligible to participate in Cogent’s health and dental insurance programs. Cogent pays a portion of the premium and you pay a portion. The portion paid by Cogent depends on your salary and the plan you choose but is always at least 50%. Cogent has also implemented a 401(k) retirement plan that is corporately administered; however, it requires individual contributions.  Cogent currently matches your contributions dollar for dollar up to a maximum contribution by Cogent equal to 2% of your salary (subject to the maximums permitted by law).  There is no vesting requirement.  You are at all times 100% vested in both your contributions and Cogent’s contributions.  You will accrue paid time off (PTO) at a rate of 30 days per year. Additionally, the company has 6 fixed major holidays. Benefits are subject to change.

Your employment will commence May 11, 2020 or at a mutually agreed to date between yourself and the company. Also, as a condition of employment, you will be required to sign Cogent’s standard agreements providing for invention disclosure and assignment, conflict of interest, non-disclosure of confidential information and arbitration of disputes. Your employment is also contingent upon completing the Form I-9 (Employment Eligibility Verification) and providing the required documentation establishing your legal right to work in the U.S. on your first day of employment. Please note that by law, the I-9 requirement must be met before you can begin work.

We look forward to having you join our team. If you have any further questions, please give me a call at [private phone number].

Best Regards,

Accepted and Agreed to by:

Exhibit 10.2

RESTRICTED STOCK AWARD

1.                  Grant: Effective as of the Grant Date specified above you have been granted 12,000 (twelve thousand) Shares (the “Restricted Shares”) of Cogent Communications Holdings, Inc. (the “Company”) subject to the vesting requirement described below.

2.                  Normal Vesting: You will become vested in 25% of the Restricted Shares on June 1, 2021 and in an additional 6.25 % on each first day of September, December, March and June thereafter, with full vesting occurring on June 1, 2024. (the “Time Vested Shares”).

3.                  Accelerated Vesting: Notwithstanding Section 2, you will become fully vested in all Restricted Shares upon: (a) the termination of your employment by reason of death, disability, or retirement, or (b) a Change of Control (even without termination of employment). Additionally, if your employment is terminated entitling you to severance under the terms of your employment agreement, then you will vest in the number of Time Vested Shares you would have vested in had you remained employed during the severance period, which is the number of months used to calculate severance under your employment agreement (e.g., 6 months). Upon termination of employment other than as provided above you will forfeit any unvested Restricted Shares that have not vested

4.                  Nontransferable: The Restricted Shares or any interest or right therein or part thereof may not be disposed of by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), until vested, and any attempted disposition prior thereto shall be null and void and of no effect. The foregoing notwithstanding, transfers of the Restricted Shares may be permitted for estate planning purposes with the prior written consent of the Committee and subject in each case to the provisions of the Plan and the same restrictions and forfeiture provisions under this Agreement that the Restricted Shares had in your hands.

5.                  Dividends/Voting: You will be entitled to vote the Restricted Shares. However, you will only be entitled to receive any dividends that are paid on the Restricted Shares once they are vested. Any dividends paid on unvested Restricted Shares shall be held by the Company, without interest thereon and paid to you at the time the Restricted Shares on which such dividends were paid vest.

6.                  Certificates: The Company shall cause the Restricted Shares to be issued and a stock certificate or certificates representing the Restricted Shares to be registered in your name or held in book entry form, but if a stock certificate or certificates are issued, they shall be delivered to, and held in custody by the Company until the Restricted Shares vest. You agree to give to the Company a stock power for all unvested Restricted Shares. If issued, each such certificate will bear such legends as the Company may determine.

7.                  No Other Rights: The grant of Restricted Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Restricted Shares or benefits in lieu of Restricted Shares in the future. Future awards of Restricted Shares, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions. The grant of Restricted Shares under the Plan does not entitle you to any rights to remain employed with the Company, nor does it constitute a contract of employment.

8.                  Miscellaneous: The Restricted Shares are granted under and governed by the terms and conditions of the Plan, as may be amended from time to time. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.

9.                  280G: Notwithstanding anything in this Agreement to the contrary, if the acceleration of vesting and any other payments to be made you (a “Payment”) would (i) constitute a “parachute payment” under Section 280G of the Code and (ii) but for this Section 9 be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (A) such Payments shall be reduced to the maximum amount that could be paid to you without any portion of the Payment (after reduction) being subject to the Excise Tax, or (B) the entire Payment, shall be paid if after taking into account all applicable federal, state and local taxes and the Excise Tax would provide a more favorable net after tax benefit to you (i.e., because the after tax proceeds to you of the reduced Payments and other benefits under this Agreement would exceed the after tax proceeds to you of Payments in the absence of any reduction, taking into account the Excise Tax applicable to such Payments). If a reduction in a Payment is to be made under clause (ii)(A), then the reduction will be made as determined by the Company in a manner that results in your retaining the largest amounts of Payments which are payable in cash or equity at or as close to the event giving rise to the change in control as possible, such as by first reducing your rights to any Payments that are contingent upon the occurrence of later events (such as severance). Any determination of whether any portion of the Payments constitutes a “parachute payment” within the meaning of Section 280G(b) of the Code, shall be made by a nationally recognized accounting firm selected by the Company, which may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 9.

Cogent Communications Holdings, Inc.

Exhibit 10.3

Severance Agreement

1.      This agreement is entered into by Cogent Communications, Inc. (“Cogent”) and the executive employee signing this Agreement, below (“Executive”).

2.      As an inducement for Executive to focus his or her full efforts on Cogent’s business without undue concern for future employment the Compensation Committee of the Cogent Board of Directors has approved the following minimum severance provisions for Executive.

3.      If Executive is terminated other than for Cause (as defined below) or Executive terminates his or her employment for Good Reason (as defined below), Executive shall continue to receive his or her salary (reduced by all mandatory withholdings for taxes or other governmentally required payments such as garnishments) for 6 months following the date of termination, i.e. Executive shall be paid through the 183^rd day following the date of termination. However, if the termination follows a Change of Control (as defined below) such payment shall be made as a lump sum within 5 days of termination. Salary means Executive’s regular salary (excluding bonuses, income from vesting of restricted stock, dividends paid on unvested and vested stock, and other similar elements of compensation that are not regular salary) before voluntary withholdings and reductions (such as those for parking, 401(k) plan, medical, dental, and life insurance) and before mandatory withholdings for taxes and other governmentally required payments such as garnishments. At the election of Executive, the employee share of the cost of benefits (provided in paragraph 4) may be paid through a salary reduction agreement (in order to make such payments with pre-tax income).

4.      If Executive is terminated other than for Cause or Executive terminates his or her employment for Good Reason, Executive shall continue to receive through the last day of the sixth month following the month in which termination occurs health insurance, dental insurance, life insurance (to the extent paid by the company), and long term disability insurance. Cogent shall pay the company share of such benefits and Executive shall pay the employee share, e.g. the employee portion of the premium for health and dental insurance. The employee share and company share shall be the same as currently applicable to the benefits at the time of termination.

5.      For purposes of this agreement, Cogent shall have "Cause" to terminate the Executive's employment hereunder (i) upon the Executive's conviction for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof, or (ii) upon the Executive's willful and continued failure to substantially perform his or her duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), after written notice has been delivered to the Executive by Cogent, which notice specifically identifies the manner in which the Executive has not substantially performed his duties, and the Executive's failure to substantially perform his duties is not cured within ten (10) business days after notice of such failure has been given to the Executive. No act or failure to act on the Executive's part shall be deemed "willful" unless done or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of Cogent.

6.      "Good Reason" shall mean the occurrence (without the Executive's express written consent) of any one of the following:

7.      “Change of Control” shall mean any of the following: (i) a consolidation, merger or reorganization of Cogent Communications Holdings, Inc. with or into any other corporation or corporations in which the stockholders of Cogent Communications Holdings, Inc. immediately before such event shall own fifty percent (50%) or less (calculated on an as converted basis, fully diluted) of the voting securities of the surviving corporation; (ii) a transaction or series of related transactions, other than an underwritten public offering, in which at least fifty percent (50%) of Cogent Communications Holdings, Inc.’s voting power is transferred; (iii) the sale, transfer or lease of all or substantially all of the assets of Cogent Communications Holdings, Inc.; (iv) the acquisition of shares of capital stock of Cogent Communications Holdings, Inc. (whether through a direct issuance by Cogent Communications Holdings, Inc., negotiated stock purchase, a tender for such shares, merger, consolidation or otherwise) by any party or group that did not beneficially own a majority of the voting power of the outstanding shares of capital stock of Cogent Communications Holdings, Inc. immediately prior to such purchase, the effect of which is that such party or group beneficially owns at least a majority of such voting power immediately after such event; or (v) the consummation by Cogent Communications Holdings, Inc. of a plan of complete liquidation of Cogent Communications Holdings, Inc.

8.      Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason if the Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason.

9.      Executive shall be entitled to the indemnification set forth in the certificate of organization of any entity for which he or she performs services to the maximum extent permitted by law. Executive shall also be entitled to the protection of any insurance policies Cogent may elect to maintain generally for the benefit of its directors and officers.

10.    Executive agrees that he or she remains an employee at will whose employment may be terminated at any time with or without cause.

11.    Cogent agrees that Executive is giving consideration for this agreement by relying upon its provisions in determining whether or not to seek other employment.

Accepted and agreed to: