EXHIBIT 10.41
[LOGO](TM)
E X O D U S(R)
Exodus Communications, Inc.
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000-1838
000-000-0000
December 5, 2000
Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx, #0000
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
I am pleased to extend to you an offer as a Senior Vice President,
Operations, reporting to me. If you accept this offer, this letter sets
forth the terms of your employment with Exodus Communications, Inc.
("Exodus"). This offer is contingent on the occurrence of the closing of
Exodus' acquisition of GlobalCenter and, if you accept this offer, it would
take effect as of that closing date (the "Closing Date").
As an Exodus employee, you will be responsible for integrating and growing
the business formally known as GlobalCenter as well as whatever reasonable
duties are assigned to you consistent with your title and position. Your
initial base salary will be $20,833.33 per month, less all applicable
deductions, which is equivalent to a gross sum of $250,000.00 per year. You
will be covered under the Executive Employment Policy, a copy of which is
attached hereto. You are guaranteed a bonus of 25% of your base salary
payable within one month of the closing date, and an additional 25% upon
completing one full year of service. This bonus amount shall be repaid to
Exodus should your employment terminate for any reason prior to your one
year anniversary with Exodus.
You also will be eligible to participate in our health and dental insurance
plans, 401K plan, employee stock purchase plan and other employee benefits
established by the Company. Exodus will reimburse you for expenses
reasonably incurred in relocating your household goods from the local area
to Denver, Colorado, subject to Exodus' standard policies far amounts and
documentation and shall be repaid to Exodus if your employment terminates
for any reason prior to your one year anniversary with Exodus. In addition,
for a period of up to twelve months commencing as of the Closing Date and
while you are employed by Exodus, Exodus will pay, for your use, the fair
market rental value on a residence in the Sunnyvale area and a rental car,
not to exceed $3000.00 per month.
We will recommend to Exodus' Board of Directors that you be granted options
to purchase up to 100,000 shares of Exodus Communications, Inc. common
stock. The options, if approved, customarily are granted on the first
trading day of the month following your start date and are exercisable at
the closing price of the common stock on the date of the grant. The options
will
vest, that is, become exercisable, over fifty (50) months with the first twelve
percent (12%) vesting after six (6) months of continuous employment. Thereafter,
the options will vest at a rate of 2% per month of completed service until your
employment terminates or the grant is fully vested. This option grant will be
subject to all terms of Exodus' stock option plan and stock option agreement, a
copy of which you will be required to execute as a condition of the grant.
As an employee of Exodus, you will have access to certain Company confidential
information and you may, during the course of your employment, develop certain
information or inventions, which will become the property of Exodus. As a
condition of your employment, you will be required to sign the attached
"Employee Invention Assignment and Confidentiality Agreement" and "Procedures
and Guidelines Governing Securities Trades by Company Personnel." We wish to
impress upon you that we do not wish you to bring with you any confidential or
proprietary material of any former employer or to violate any other obligation
to your former employers. Also, by accepting this offer, you represent that you
are not subject to any restrictions that prevent you from working for Exodus.
As a condition of employment, you will be required to authorize Exodus to
conduct a background investigation. This offer is contingent upon the outcome of
such an investigation as well as your ability to provide verification of your
eligibility for employment in the U.S., which meets the requirements of the U.S.
Department of Justice.
If you accept this offer, your employment will be at-will. These means that
employment with Exodus is for no specific period of time. As a result, either
you or Exodus may terminate your employment relationship at any time for any
reason, with or without cause. This is the full and complete agreement between
us on this term. Although your job duties, title, compensation and benefits, as
well as Exodus' personnel policies and procedures, may change from time-to-time,
the "at-will" nature of your employment may only be changed in a document
signed by you and the President of the Company.
You agree that there were no promises or commitments made to you regarding your
employment with Exodus except as set forth in this letter. Except for the
Proprietary Information Agreement between you and GlobalCenter, the GlobalCenter
Management Stock Plan with the attached Non Statutory Stock Option Agreement and
as otherwise expressly provided for herein, this agreement supersedes and
replaces (i) any prior verbal or written agreements between you and Exodus and
(ii) any prior verbal or written agreements between you and GlobeCenter relating
to the subject matter hereof, including, but not limited to, any and all prior
employment agreements.
We look forward to your becoming a part of the Exodus Team. Please confirm your
acceptance of this offer at the earliest possible date.
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Your signature will acknowledge that you have read, understood and agreed to the
terms and conditions of this offer.
Sincerely,
/s/ X. Xxxxx for Xxx Xxxxx
Xxx Xxxxx
COO & President
Exodus Communications, Inc.
I HAVE READ AND I UNDERSTAND THE TERMS OF THE OFFER SET OUT ABOVE. AS INDICATED
BY MY SIGNATURE BELOW, I ACCEPT THE OFFER AS OUTLINED ABOVE. NO FURTHER
COMMITMENTS WERE MADE TO ME AS A CONDITION OF EMPLOYMENT.
/s/ Xxxxxx X. Xxxxxx 12.15.00
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Signature Date
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