Exhibit 10.16
August 07, 2000
Mr. Richard Warley
Dear Richard:
On behalf of SAVVIS Communications
Corporation (“Company”), I would like to make the
following offer to you to join the Company as Executive Vice
President of Corporate Development reporting directly to
me.
Employment Start
Date
Your employment shall commence on
September 11, 2000.
Salary and
Bonus
Your base salary will be $225,000
per year. You are guaranteed to receive no less than $450,000 in
annual incentive bonus for the year 2000, pro-rated from your start
date and payable as of the end of the year. On your first
anniversary date, you will receive the remainder of the $450,000
bonus not received at the end of the year. If your employment is
terminated without cause, or you resign for Good Reason during the
first year of your employment, the balance of the bonus amount not
previously paid shall become immediately payable. On or about
December 31, 2001 you will receive the pro-rated portion of
your 2001 bonus (which amount will be determined as set forth in
the following paragraph), and thereafter, you will be included in
the normal cycle of bonus payments in effect for executives of the
Company.
After year 1, you will be eligible
to receive an annual incentive bonus equal to 200% of your annual
salary (range from 0% to 100%) based on attainment of mutually
agreed to objectives.
In addition, you will receive a
$65,000 signing bonus, payable within thirty (30) days of the
acceptance of this offer. If you should terminate your employment
within the first twelve (12) months of your employment for any
reason other than “Good Reason,” you will repay the
signing bonus to the Company on a pro-rata basis.
You will also receive a housing
allowance in the amount of $5,000 per month for the first
thirty-nine (39) months of your employment.
Stock
Options
You will receive incentive stock
options to purchase 225,000 shares of the Company’s common
stock at the market price of the Company’s stock on a date
that will be locked in within 72 hours of your acceptance of this
offer. These options shall vest based on the following
schedule.
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65,000 will
vest and become exercisable at the start of your employment with
the Company. If you should terminate your employment with the
Company for any reason other than “Good Reason” during
the first twelve months, you will return these shares to the
Company if not previously sold or pay to the Company fifty percent
(50%) of any profit made from the sale of these
shares.
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The remaining
160,000 shares will vest on a monthly straight-line pro-rata basis
over thirty-nine (39) months with 6/39 of such options vesting
on the six-month anniversary date of the commencement of your
employment and 1/39 of such shares vesting on each monthly
anniversary thereafter. If you should terminate your employment
with the Company for any reason other than “Good
Reason” during the first six months, you will vest in that
number of shares which is equal to the number of full months you
were employed by the Company divided by 39 which quotient shall be
multiplied by 160,000.
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All of the unvested options
immediately vest upon a “Change of Control,” however
such options will not vest so long as both Robert McCormick and
Jack Finlayson remain employed by the Company in their current
roles. If termination without cause occurs at any time or you
resign with Good Reason an additional twelve (12) months of
your options will vest immediately. In the event of your death or
permanent disability, all unvested options shall immediately vest
and you and/or your family will receive the equivalent of one
year’s base salary and continuation of benefits for one
(1) year, which shall include the housing allowance. In the
event of your death or permanent disability during the first year
of employment, you or your estate will receive the balance of the
$450,000 bonus referred to under “Salary and Bonus”
above.
Continuation of the right to
exercise all vested options will continue for one year after
termination of employment unless termination is for cause in which
case such right will continue for 3 months. If you terminate your
employment for any reason other than “Good Reason”
during the first year of your employment the Company shall have the
right to repurchase any exercised and unsold shares at the option
strike price for a period of thirty days from the later of the
exercise of such options and the date of your
termination.
Benefits
You shall receive standard health
and insurance programs consistent with other senior
executives.
Severance
Benefits
In the event the Company terminates
your employment without “cause” or you resign with Good
Reason you will be entitled to receive a lump sum severance payment
equal to your then current base annual salary plus an amount equal
to twelve (12) months housing allowance. The severance payment
will be due within thirty (30) days of your last day of
employment.
Change of
Control
For the purposes of this Agreement a
“Change of Control” shall be deemed to occur upon any
one of the following events (i) Bridge ceasing to own more
than 30% of the outstanding common stock of the Company,
(ii) any party (other than Welsh Carson) or related parties
acquiring more than 50% of the outstanding common stock of Bridge
or are otherwi
