EXHIBIT 10.17
[Letterhead of StorageNetworks]
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of March 15, 1999 (this Agreement), is by
and between STORAGENETWORKS, INC., a Delaware corporation (the Employer), and
Xxxx Xxxxxxxx (Employee).
For good and valuable consideration, the Employer and the Employee agree as
follows:
1. The Employer hereby employs the Employee, and the Employee
hereby accepts employment as Chief Financial Officer, on an at will employment
basis. With the exception of an event in which a change in control occurs (as
defined in the Employer's Restrictive Stock Option Plan), in which case the
Severance Agreement as noted in Exhibit C will govern, either the Employer or
the Employee may terminate the Employee's employment by the Employer at any time
and for any reason, with or without cause, upon notice of termination delivered
by one party to the other. In the event of termination of the Employee's
employment with the Employer, the Employee shall not receive any severance or
other compensation in consideration of such termination, but the Employee shall
receive all salary and other compensation accrued and unpaid through the date of
such termination. The Employee will render his services exclusively to the
Employer and will not undertake any other employment or business without the
prior consent of the Employer. The Employee will perform his duties with the
utmost good faith and integrity.
2. The term of employment shall begin on or before March 16, 1999
(such day), the Commencement Date, and continue until terminated by either
party, as provided above.
3. The Employee shall report to the Chief Executive Officer, or as
otherwise directed by the President of the Employer.
4. The Employee's duties, subject to the Employer's right to give
specific direction, shall include, without limitation, to those discussed in the
interview process.
5. The Employer shall pay the Employee an annual base salary of
$150,000 payable semi-monthly.
6. The Employee shall receive the standard Employer's benefit plan
which includes medical and dental coverage.
7.A). The Employee will receive additional compensation as noted in
Exhibit A.
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[LETTERHEAD OF STORAGENETWORKS]
The Employee agrees to the terms of Exhibit B attached.
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4. The Employee shall be entitled to an annual vacation of two weeks
per calendar year, which accrues ratably over the twelve months of the calendar
year. Accrued vacation for any partial calendar year of employment shall be
ratably determined based upon the number of days of employment in such partial
calendar year. Vacation accrued and not taken in any calendar year shall be
carried over to, and may be taken in, the next succeeding calendar year (but may
not be taken after, and shall be forfeited on, December 31 of such next
succeeding calendar year); provided, however, accrued and untaken vacation shall
at no time exceed six weeks.
5. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the Employer at the address set forth on its
signature page, and to the Employee at the address set forth on his signature
page.
6. Any controversy between the Employer and the Employee involving
the construction or application of any of the terms, provisions or conditions of
this Agreement shall, on the written request of either party served on the
other, be submitted to binding arbitration before a neutral, mutually acceptable
arbitrator in Massachusetts in accordance with the Rules of the American
Arbitration Association.
11. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
the Employee by the Employer and contains all of the covenants and agreements
between the parties with respect to that employment in any manner whatsoever.
Each party hereto acknowledges that no representation, inducement, promise or
agreement, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding
on either party. Any modification of this Agreement will be effective only if it
is in writing and signed by the party to be charged.
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[LOGO OF StorageNetworks APPEARS HERE]
12. The failure of either party to insist on strict compliance with
any of the terms, covenants or conditions of this Agreement by the other party
shall not be deemed a waiver of that term, covenant or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.
13. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of Massachusetts.
15. This Agreement may be executed in any number of identical
counterparts, all of which taken together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Wellesley
Hills, MA as of the date first above written.
EMPLOYER:
STORAGENETWORKS, INC., a
Delaware corporation
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: President/CEO
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Address:
00 Xxxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000-0000
EMPLOYEE:
Signature: /s/ Xxxx X. Xxxxxxxx
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Address: 00 Xxxxxx Xxxxx Xx
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Xxxxxxxxxx XX 00000
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StorageNetworks
Exhibit A to Employment Agreement
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ADDITIONAL COMPENSATION
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I. Options:
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The Employee shall be eligible to receive stock options in accordance with
the Employer's stock compensation program. Subject to Board approval, which
will not be unreasonably withheld, the Employee shall receive options to
purchase a total of 125,000 shares of common stock, subject to the terms of the
Employer's Restrictive Stock Option Plan.
II. Bonus:
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The Employee will be eligible for an annual bonus up to $30,000 (20% of
base pay) based upon the company achieving its annual operating plan targets to
be determined within 30 days of start date. The Employee will be eligible for an
additional bonus up to $15,000 (10% of base pay) upon the company achieving 125%
of its plan targets.
Note: Annual bonuses will be prorated for 1999.
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Exhibit C Severance Agreement
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This letter sets forth terms of the severance payment and stock option
acceleration between Xxxx Xxxxxxxx (the "Employee") and StorageNetworks, Inc.
(the "Company").
The option to be granted to the Employee in connection with his initial
employment by the Company will accelerate upon a change in control of the
Company (as defined in the Company's Stock Incentive Plan) and upon the
termination without cause of the Employee in certain circumstances, as more
specifically described in the Employee's stock option agreement.
If a change of control of the Company occurs, and within one year subsequent to
the change in control, the Employee is terminated without cause, the Company
shall provide Employee with a severance payment at the rate of his then current
salary until the earlier of (a) 180 days after termination of employment or (b)
Employee's commencement of employment with another party. At the discretion of
the Company, this severance payment shall be paid either as salary continuation
in accordance with the Company's customary payroll procedures for the six months
following the Employee's final day of employment or as a lump sum payable within
one week of the Employee's final day of employment. Regardless of the method of
payment, all benefits provided by the Company, such as health and/or life
insurance, shall terminate upon final day of actual employment unless other
arrangements are made. In addition to this severance payment, the Company shall
pay the Employee, within one week of the Employee's final day of employment, a
portion of the Employee's expected annual bonus, pro-rated according to the
portion of the calendar year that the Employee was employed by the Company.
For the purpose of this severance agreement, cause for termination shall be
deemed to exist upon (a) a good faith finding by the Company of a failure to
perform your assigned duties for the Company, dishonesty, gross negligence,
misconduct, or (b) your conviction of or entry of a pleading of guilty or nolo
contendere to any crime involving moral turpitude or any felony.
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