EXHIBIT 10.1

Amendment No. 11

to

Employment Agreement of David Schaeffer

This amendment (“Amendment”) is made by and among Cogent Communications Holdings, Inc. (“Holdings”), Cogent Communications, LLC (the “Company”) and David Schaeffer (“Executive”). This Amendment amends the Employment Agreement between the Company and Executive dated February 7, 2000 as amended.

The term of employment under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on December 31, 2028, unless earlier terminated as provided in Section 6.

During the Term, the Executive shall receive a base salary at a rate of $1,000,000 per annum (the “Annual Base Salary”), paid in accordance with the Company’s general payroll practices for executives but no less frequently than monthly. No less frequently than annually during the Term, the Board and the Committee shall review the rate of Annual Base Salary payable to the Executive, and may increase, but may not decrease, the rate of Annual Base Salary payable hereunder; provided, however, that any increased rate shall thereafter be the rate of “Annual Base Salary” hereunder.

With respect to each calendar year during the Term, Executive shall be eligible to earn an annual cash bonus with a target annual bonus of $1,250,000 based on Holdings’ annual growth rate in EBITDA (“EBITDA AGR”) for the applicable calendar year compared to the EBITDA for the prior calendar year. EBITDA is as reported in Holdings’ earnings press releases, unadjusted for payments from T-Mobile. If Holdings’ EBITDA AGR year over year is positive, then the amount of the Bonus earned is determined by dividing (i) Holdings’ actual EBIDTA AGR for the applicable calendar year, by (ii) a target percent to be set by the Committee in its sole discretion, and then multiplying the resulting fraction by $1,250,000; provided, however that Bonus shall not exceed $1,250,000. If Holdings’ EBITDA AGR for the applicable year is zero or negative then no Bonus shall be paid.

(ii) With respect to each calendar year during the Term, Executive shall receive a grant of Restricted Stock as described herein. With respect to 2026, 2027 and 2028, Holdings shall grant to Executive 229,657 shares of time-based Restricted Stock representing a value of Five Million Dollars ($5,000,000) (“Time Vesting Shares”) and 321,520 shares of performance-vesting Restricted Stock representing a value of Seven Million Dollars ($7,000,000 ) (the “Performance Vesting Shares,” and together with the Time Vesting Shares, the “Restricted Shares”), subject to the vesting requirements described below. The number of Restricted Shares granted for each of 2026, 2027 and 2028 was determined using the average closing share price of Holdings’ common stock over the trading days during the month of December 2025. With respect to 2026, Holdings granted the Time Vesting Shares and Performance Vesting Shares on December 31, 2025. With respect to 2027 and 2028, provided Executive is employed by the Company on January 1 of such year, each year Holdings shall grant to Executive the Time Vesting Shares and the Performance Vesting Shares.

Time Vesting Shares granted in 2026, subject to Executive’s continued employment with the Company through the Term, will vest on January 1, 2029.

Time Vesting Shares granted in 2027 or 2028 will vest in three equal yearly installments beginning in January of the year following the year of the grant (e.g. a grant in January 2027 shall vest in January 2028, January 2029 and January 2030 and a grant in 2028 shall vest in January 2029, January 2030 and January 2031), subject to Executive’s continued employment with the Company through each applicable vesting date.

Performance Vesting Shares will be eligible to be earned on the first March 15 following the end of a three-year performance period (a “Performance Period”) (e.g., a grant with respect to the 2026 calendar year shall relate to performance during the period beginning on January 1, 2026 and ending on December 31, 2028 and the number of earned Performance Vesting Shares, if any, will vest on March 15, 2029 and a grant for 2027 shall relate to performance during the period beginning on January 1, 2027 and ending on December 31, 2029 and the number of earned Performance Vesting Shares, if any, will vest on March 15, 2030), subject to Executive’s continued employment with the Company through the last day of the Performance Period, and based upon Executive’s achievements during the applicable Performance Period relative to the following performance targets to be determined and/or amended by the Committee, in its sole discretion in the year prior to the applicable year of grant:

With respect to the Performance Vesting Shares, in the event of a material merger, acquisition, sale, divestiture or other business combination (materiality to be determined by the Committee in its sole discretion), the independent directors of the Board of Directors of Holdings may, in their good faith discretion, adjust the CAGR target percentages previously set for one of more of the Performance Vesting Shares set forth in subsection (a) above to prevent dilution or enlargement of the potential benefits intended to be made available under the applicable awards.

Each grant of Restricted Shares will be issued pursuant to the Second Amended and Restated Cogent Communications 2017 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) of Holdings and shall be subject to the Plan, the applicable award agreement and such other terms and conditions set by the Committee.

Except as herein amended the Employment Agreement shall remain in full force and effect.

Accepted and Agreed to:

EXHIBIT 10.2

RESTRICTED STOCK AWARD

1.            Grant: Effective as of the Grant Date specified above you have been granted 229,657 (Two Hundred Twenty Nine Thousand Six Hundred Fifty Seven) Shares (“Time Vesting Shares”) and up to 321,520 (Three Hundred Twenty One Thousand Five Hundred Twenty) performance-vesting Shares of (the “Performance Vesting Shares” and along with the Time Vesting Shares the “Restricted Shares”) of Cogent Communications Holdings, Inc. (the “Company”) subject to the vesting requirements described below. Defined terms used but not otherwise defined herein will have the meaning set forth in the Plan.

2.            Normal Vesting: You will vest in [all of] the Time Vesting Shares on [   ]; subject to your continued employment as Chief Executive Officer of the Company through [   ]. The Performance Vesting Shares shall be eligible to vest on [   ] (the “Performance Share Vesting Date”), based on performance from [   ] through [   ] (the “Performance Period”), subject to your continued employment as Chief Executive Officer of the Company through [   ], as follows:

(a) up to 100% of the Performance Vesting Shares shall vest only if the Company’s compound annual growth rate in EBITDA (“EBITDA CAGR”) when comparing the Company’s EBITDA for the fiscal years ending [   ] and [   ] is positive. EBITDA is as reported in the Company’s earnings press releases, unadjusted for payments from T-Mobile. If the Company’s EBITDA CAGR is positive, then the number of Performance Vesting Shares that will be vested shall be determined by dividing (i) the Company’s actual EBIDTA CAGR for the period set forth above, by (ii) the EBITDA CAGR target of [   ], and then multiplying the resulting fraction by 321,520. If the Company’s EBITDA CAGR is zero or negative then no Performance Vesting Shares subject to this clause (a) shall vest. Any Performance Vesting Shares subject to this clause (a) which do not vest on the Performance Share Vesting Date will be automatically forfeited and cancelled.

In the event of a material merger, acquisition, sale, divestiture or other business combination (materiality to be determined by the Committee in its sole discretion), the independent directors of the Board of Directors of the Company may, in their good faith discretion, adjust one or more of the CAGR target percentages previously set for the Performance Vesting Shares set forth in subsection (a) above to prevent dilution or enlargement of the potential benefits intended to be made available hereunder.

3.            Accelerated Vesting: Notwithstanding Section 2, vesting in the Restricted Shares upon the following events will be treated as follows:

(a)            Upon termination of your employment by reason of death or disability you will fully vest in all unvested Time Vesting Shares and Performance Vesting Shares. Upon termination of your employment due to your retirement as Chief Executive Officer (for the avoidance of doubt, the determination that a termination constitutes a retirement for this purpose is made in the sole and absolute discretion of the Committee), you will fully vest in all unvested Time Vesting Shares and, if Performance Vesting Shares are unvested at the time of retirement, such Performance Vesting Shares will remain outstanding and, upon expiration of the Performance Period you will vest in any Performance Vesting Shares that become vested in accordance with Section 2 based on actual performance through and at the end of the Performance Period.

(b)            If your employment is terminated entitling you to severance under the terms of your employment agreement either prior to a Change in Control or more than six months after a Change in Control, then you will vest in (i) the number of Time Vested Shares you would have vested in had you remained employed during the one-year severance period and (ii) the Performance Vesting Shares will remain outstanding and, on the Performance Share Vesting Date you will vest in the number of Performance Vesting Shares that become vested in accordance with Section 2 above, based on actual performance through and at the end of the Performance Period, but pro-rated based on the number of days elapsed from the beginning of the Performance Period through the last day of your severance period.

(c)            Immediately prior to a Change in Control the Performance Period will end and the number of Performance Vesting Shares in which you will be eligible to vest on the Performance Share Vesting Date, subject to your continued employment through such date, will be determined based on EBITDA CAGR through the most recent publicly reported fiscal quarter ending prior to the Change in Control (if the most recently publicly reported fiscal quarter ending prior to the Change in Control is not at the year end, then EBITDA CAGR for such year should be calculated using the most recently reported EBITDA for a quarter and multiplying such amount by 4 (four)); provided, however, if during the six months following the Change of Control the Company terminates your employment without Cause (as defined in your employment agreement with the Company) or you terminate your employment for Good Reason (as defined in your employment agreement with the Company), you will become fully vested in such number of Performance Vesting Shares and fully vested in your unvested Time Vested Shares upon such termination; provided, further, that Section 3(a) above treating the Performance Vesting Shares which vest under the provisions of this Section 3(c) as Time Vesting Shares for such purposes in connection with certain terminations of employment shall continue to apply following a Change in Control.

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 Restricted Stock Award Agreement (“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 shares of 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 shares of Restricted Shares vest. You agree to give to the Company a stock power, except for voting rights, 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 shares of 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.

10.            Claw-Back Provisions: The Restricted Shares (including any proceeds, gains or other economic benefit actually or constructively received by you upon receipt or exercise of this Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with any clawback, forfeiture or other similar policy adopted by the Company, including, without limitation, the Policy for Recovery of Erroneously Awarded Compensation adopted by the Company, effective October 2, 2023.

Cogent Communications Holdings, Inc.

EXHIBIT 10.3

RESTRICTED STOCK AWARD

1.            Grant: Effective as of the Grant Date specified above you have been granted 100,000 (One Hundred 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 100% of the shares of Restricted Stock on January 1, 2029.

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 or disability 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 or 12 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.