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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
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Richard H. Mattern, Jr. Date (Pending background clearance)