Exhibit 10.2
AMENDMENT
No. 5
To
AMENDED AND
RESTATED
SAVVIS, INC.
2003 INCENTIVE COMPENSATION
PLAN
The Amended and Restated SAVVIS,
Inc. 2003 Incentive Compensation Plan (the “Plan”) is
hereby amended as set forth below, effective as of the date of
adoption (the “Adoption Date”) of this amendment (the
“Amendment”) by the Board of Directors of SAVVIS, Inc.
(the “Corporation”), subject to approval of this
Amendment by the stockholders of the Corporation, as provided
below:
1. A new Section is hereby added to
the Plan to read as follows:
“Section 19.20.
— Exchange Program
Notwithstanding any
other provision of the Plan to the contrary, including but not
limited to Section 3.3 hereof, the Company, by action of the
Committee, may effect an Option exchange program on the terms set
forth herein (the “ Exchange Program ”), to be
commenced through an exchange offer prior to December 31,
2009, provided that in no event may more than one offer to exchange
be made for any outstanding Option. Under any Exchange Program,
Eligible Employees will be offered the opportunity to exchange
Eligible Options (the “