Exhibit 10.28
AMENDMENT NO. 1 TO EMPLOYMENT,
CONFIDENTIALITY,
SEVERANCE AND NON-COMPETITION
AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT,
CONFIDENTIALITY, SEVERANCE AND NON-COMPETITION AGREEMENT
(“Amendment No. 1”) is made, effective as of
December 8, 2008, by and between SAVVIS, Inc., a Delaware
corporation (the “Company”), and Tim Caulfield
(“Executive”).
Recitals
:
WHEREAS, Executive and the Company previously entered
into the Employment, Confidentiality, Severance and Non-Competition
Agreement, effective as of March 5, 2004 (the
“Employment Agreement”); and
WHEREAS, Executive and the Company desire to further
amend the Employment Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as
amended.
Agreement
:
NOW, THEREFORE,
in consideration of the agreements
contained herein and of such other good and valuable consideration,
the sufficiency of which Executive acknowledges, the Company and
Executive, intending to be legally bound, agree as
follows:
1. Section 1(o) is hereby
deleted in its entirety and amended to read as follows:
“(o) “Good Reason”
shall mean any of the following events, which occur without the
Executive’s consent and are not cured by the Company within
30 days after written notice thereof is given to the Company by the
Executive: (i) any material reduction in Executive’s
Base Salary or Bonus as established from time to time, or failure
to pay Executive’s Base Salary or Bonus when due Executive;
(ii) any other material breach by the Company of any material
term of this Agreement; (iii) any material change in
Executive’s job titles, duties, reporting responsibilities or
perquisites granted hereunder; or (iv) any change in the
principal location of Executive’s employment of more than 50
miles from its then-current location, or any change required by the
Company to Executive’s current place of residence (which, for
the avoidance of doubt, is Foothill Ranch, California) to any other
place of residence that is more than 50 miles farther from the
principal location of Executive’s employment than the
distance from Foothill Ranch, California to the place of
performance designated in Section 4 hereof.
To constitute Good Reason,
termination must occur within two (2) years following the
initial occurrence of such event and Executive must provide written
notice within 45 days of the occurrence to the
Company.”
2. Section 14
(“Competition/Confidentiality”) will be renumbered as
Section 15, and all subsequent sections
