[LOGO](TM)
E X O D U S(R)
Exodus Communications, Inc.
2831 Mission College Boulevard
Santa Clara, CA 95054-1838
408-346-2200
December 5, 2000
Laurie Priddy
1249 Lakeside Drive, #1046
Sunnyvale, CA 94086
Dear Laurie:
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.
2
Your signature will acknowledge that you have read, understood and agreed to the
terms and conditions of this offer.
Sincerely,
/s/ D. Krier for Don Casey
Don Casey
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/ Laurie D. Priddy 12.15.00
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Signature Date
Exodus Communications - Employment Agreement with Laurie D. Priddy
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