Employment Agreement - Exodus Communications Inc. and Richard H. Matter Jr.


[LOGO](TM)
E X O D U S(R) 

Exodus Communications, Inc.
2831 Mission College Boulevard
Santa Clara, CA 95054-1838
408-346-2200  

April 11,200l

Richard H. Mattern, Jr.
20460 Montalvo Heights Drive 
Saratoga, CA. 95070

Dear Richard:

I am pleased to extend to you an offer as an EVP, Business Development 
and Strategic Planning, reporting to Ellen Hancock. Your initial base 
salary will be $20,000 per month, which is equivalent to $240,000 per 
year. You will be eligible to participate in the Executive Incentive 
bonus program with a target incentive at 50% of base salary. You also 
will be eligible to participate in our health and dental Insurance, 
401K, employee stock purchase plan and other employee benefits 
established by the Company.

This offer includes a one-time hire bonus of $70,000. This bonus is 
payable after the completion of 90 days of employment and shall be 
repaid to Exodus should you voluntarily terminate employment with 
Exodus within one year of your start date.

We will recommend that you be granted options to purchase up to 
200,000 shares of Exodus Communications, Inc. common stock. The 
options, if approved, customarily are granted on the first trading 
day of the month following your date of hire. The exercise price will 
be the closing price of the common stock on the date of your grant. 
The options have a vesting period of 36-months beginning on your date 
of hire. Six months of continuous employment is required before you 
vest. At the conclusion of six months from your employment date you
will be 16% vested. You will then vest at a rate of 2.8% per month of 
completed service until your grant is fully vested.

As an employee of Exodus Communications, Inc., 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. You will need to sign the 
attached "Employee Invention Assignment and Confidentiality Agreement" 
and "Procedures and Guidelines Governing Securities Trades by Company 
Personnel" as conditions of your employment. 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, you represent that you are 
not subject to any restrictions that prevent you from working for
Exodus.

 
[LOGO](TM)
E X O D U S(R)
 
Exodus Communications, Inc.
2831 Mission College Boulevard
Santa Clara, CA 95054-1838
408-346-2200 
 
    Your employment is conditioned upon you passing our background investigation
    and providing verification of your eligibility for employment in the U.S.,
    which meets the requirements of the U.S. Department of Justice.

    You will be an at-will employee, which means the employment relationship is
    voluntarily entered into by mutual consent of the employee and employer, is
    not for a specified period of time and can be terminated by either the
    employee or the Company for any reason or at any time, with or without
    cause.

    We look forward to your becoming a part of the Exodus Team. Please confirm
    your acceptance of this offer at the earliest possible date. Also, please
    fax a copy of your signed offer letter (both pages) and the two attachments
    to Kaaren Yarborough, Human Resources at (408) 878-7686 (confidential fax #)
    and keep the originals for your records. This offer expires seven days after
    the issue date.

    Your signature will acknowledge that you have read, understood and agreed to
    the terms and conditions of this offer.

    Sincerely,

    /s/ Grace de Latour
    Grace de Latour
    SVP, Human Resources

    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/ Richard H. Mattern, Jr. 4/12/2001 Specify "Monday" start date: 4/23/2001
    --------------------------- ---------                              ---------
    Richard H. Mattern, Jr.     Date     (Pending background clearance)