Exhibit 10.22
As of April 1, 2000
Personal and Confidential
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Dear ▇▇▇▇:
I refer to your letter dated February 27, 2000, notifying Xpedior, in
accordance with Section 4(b) of your Employment Agreement with Xpedior dated
October 13, 1999 (the "Employment Agreement"), of your resignation from your
position as Executive Vice President of Xpedior effective as of March 27, 2000
(the "Separation Date"). On behalf of ▇▇▇▇▇▇▇'s Board of Directors, I also
acknowledge your resignation as a Class II Director of Xpedior also effective as
of the Separation Date.
The purpose of this letter is to confirm the final agreement between you
and Xpedior concerning the termination of your employment, your resignation from
Xpedior's Board of Directors, and your severance arrangements including, without
limitation, the treatment of your outstanding stock options, as follows:
1. You have been paid all compensation already earned by you, including,
without limitation, any amounts due to you under any applicable benefit plan,
for accrued vacation pay, and for the pro-rata bonus you are entitled to receive
under Section 3.2 of the Employment Agreement, and you agree that all such
payments constitute payment in full of any and all sums that are now or might
hereafter have become owing to you for services rendered by you during your
employment with Xpedior. You further agree that you have been reimbursed for all
business expenses incurred during your employment by Xpedior. You acknowledge
that, in accordance with Section 4(b) of the Employment Agreement, Xpedior has
provided you with written notice of your right under the federal law known as
"COBRA" to continue at your cost your participation and that of your eligible
dependents in Xpedior's group health plan.
Personal and Confidential
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As of April 1, 2000
Page 2
2. In consideration for your entering into this Agreement and on the
condition that you continue to meet all of your obligations under it as well as
your continuing obligations under Sections 6, 8, 9 and 10 of the Employment
Agreement, the terms of the Nonstatutory Stock Option Agreement dated as of
August 12, 1999, between you and Xpedior (the "August 1999 Stock Option
Agreement") are hereby amended to provide that:
a. Effective as of the Separation Date, 50,000 options under the
August 1999 Stock Option Agreement will immediately vest (the
"Vested Options"). All other options granted to you under the
August 1999 Stock Option Agreement will expire on the Separation
Date.
b. The Vested Options will immediately become exercisable upon the
earlier to occur of (i) the distribution by Metamor Worldwide,
Inc., a Delaware corporation ("Metamor") to its stockholders of
the shares of Xpedior Common Stock held by Metamor; (ii) the
closing of the proposed merger by and among Metamor, PSINet Shelf
IV Inc., a Delaware corporation, and PSINet Inc., a New York
corporation; and (iii) December 16, 2001.
c. Notwithstanding the termination of your employment with Xpedior
and your resignation from the Xpedior Board of Directors, the
Vested Options will be exercisable until December 17, 2001.
Except as amended hereby, the August 1999 Stock Option Agreement will remain in
full force and effect in accordance with its terms and conditions.
Notwithstanding anything set forth herein to the contrary, you agree that all
other options to purchase stock of Xpedior granted you, whether vested or
unvested, have expired or been canceled as of the Separation Date and are not
exercisable now and shall not hereafter become exercisable including, without
limitation, any options granted to you pursuant to the Nonstatutory Stock Option
Agreement dated October 13, 1999, between you and Xpedior.
3. You represent and warrant that, as of the effective date of this
Agreement, that you have returned to Xpedior any and all documents, materials
and information related to the business of Xpedior, present or otherwise, and
all copies, and all other property of Xpedior in your possession or control.
4. You acknowledge your continuing obligations under Sections 6, 8, 9 and
10 of the Employment Agreement regarding Xpedior confidential information,
inventions and non-competition which provisions are incorporated herein by
reference. Further, you covenant and agree that you will not challenge before
any court or in any other forum the validity of, or the enforceability of any of
Sections 6, 8, 9 and 10 of the Employment Agreement.
Personal and Confidential
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As of April 1, 2000
Page 3
5. You hereby represent and warrant that you have not disclosed, and you
agree that you will not disclose, this Agreement or any of its terms or
provisions, directly or by implication, to any person, except to members of your
immediate family and to your legal and tax advisors, and then only on the
condition that they agree not to further disclose any of the same to others.
6. This Agreement, together with the Employment Agreement and the August
1999 Stock Option Agreement, as amended hereby, constitute the entire agreement
between you and Xpedior and replace all prior and contemporaneous agreements,
communications and understandings, written and oral, with respect to your
employment, its termination, and the stock options granted to you by Xpedior,
and all related matters.
7. This Agreement shall be in complete and final settlement of any and
all causes of action, rights or claims that you have had in the past, now have,
or might now have, in any way related to or arising out of or in connection with
your employment and its termination or pursuant to Title VII of the federal
Civil Rights Act, the federal Age Discrimination in Employment Act, or any other
federal, state or local employment laws, regulations or other requirements. In
exchange for the special severance benefits to be provided you under this
Agreement, to which you acknowledge you were not otherwise entitled, you hereby
release and forever discharge Xpedior, Metamor, and their respective past and
present directors, officers, employees, agents, parents, subsidiaries,
successors and assigns, and all others connected with them, both individually
and in their official capacities, from any and all such causes of action, rights
or claims.
8. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Xpedior agrees that this Agreement shall be in
complete and final settlement of, and releases you, your heirs, executors,
administrators and assigns and all others connected with you from, any and all
causes of action, rights or claims which Xpedior has had in the past or now has
against you in any way related to or arising out of your employment and its
termination, excluding only those claims, if any, arising out of any action or
omission by you that was not undertaken in good faith and in the reasonable
belief that it was in the best interests of Xpedior.
9. In signing this Agreement, you give Xpedior assurance that you have
read and understood all of its terms; that you have had a full and reasonable
opportunity to consult with your attorney concerning this Agreement and that you
have done so; and that you have signed this Agreement knowingly and voluntarily.
Personal and Confidential
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As of April 1, 2000
Page 4
If the foregoing is agreeable to you, please sign and return the enclosed copy
of this Agreement no later than twenty-one days from the date you receive it.
You may revoke this Agreement at any time during the seven-day period
immediately following the date of your signing (the "revocation period") by
written notice to me, with a copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President and
General Counsel, Xpedior Incorporated, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If you do not revoke this Agreement during the
revocation period, then, at the expiration of that period, this Agreement will
take effect as a binding agreement between you and Xpedior on the basis set
forth above.
Very truly yours,
XPEDIOR INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and CEO
Accepted and agreed:
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date:
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