Exhibit 10.17
RESIGNATION AGREEMENT AND
RELEASE
This Resignation Agreement and
General Release (“Agreement”) by and between SAVVIS,
INC., a Delaware Corporation, and any and all subsidiaries and/or
affiliated entities (hereafter collectively referred to as
“SAVVIS” or “Company”), and ROBERT A.
McCORMICK (hereafter “McCormick”), confirms the
understanding and agreement reached between the Company and
McCormick, based upon the desire of the parties to conclude all
issues related to the employment relationship upon the mutually
acceptable terms and conditions and for the consideration set forth
hereafter. The parties accordingly agree as follows:
1. McCormick hereby acknowledges and
agrees that he has submitted his resignation as Chairman and member
of the Board of Directors (“Board”) of SAVVIS, as Chief
Executive Officer of SAVVIS, and in any other role or capacity in
which he has served with the Company. McCormick further
understands, acknowledges and agrees that the Board has accepted
his resignation, to be effective on November 23, 2005, thereby
terminating as of that date all further benefits and/or obligations
of SAVVIS to McCormick, of whatever kind or nature, except as
otherwise specifically provided in this Agreement.
2. McCormick agrees that he will
cooperate with SAVVIS in any litigation or governmental inquiries
or investigations relating to matters in which he has been directly
involved.
3. McCormick agrees that he will
fully indemnify SAVVIS from any liability incurred by SAVVIS
arising from or in connection with the disputed American Express
charges incurred in October 2003, including, but not limited to,
liability in connection with the lawsuits filed against SAVVIS by
American Express and by 333 East 60 th Street, Inc. d/b/a Scores Showroom
and NYC Banquet and Catering Services.
4. McCormick agrees to place in an
escrow account the sum of Twenty Thousand Dollars ($20,000.00), for
amounts that may be determined to be owed to American Express on
the corporate credit card provided to McCormick for charges and
expenses incurred by him that are not legitimate business
expenses.
5. SAVVIS hereby agrees that, as
consideration for this Agreement, McCormick will receive his bonus
for 2005, pro-rated through the date of his resignation. SAVVIS
agrees that it will pay McCormick the base bonus amount within ten
(10) days of the effective date of his resignation. The final
bonus amount will be determined when bonuses are determined for
senior executives of SAVVIS, and any additional amount that may be
due will be paid on a pro-rated basis, less the base amount to be
paid as set forth above, when bonuses are paid to senior executives
of SAVVIS.
6. As additional and further
consideration, SAVVIS agrees that, if McCormick elects to continue
his current health insurance coverage under the Company’s
group health insurance policy pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 (COBRA), SAVVIS agrees to pay his
monthly premium for continuation of his current coverage for the
period through March 31, 2006 , provided that, if prior
to March 31, 2006, McCormick
becomes eligible to participate in any other
group health plan as part of full-time employment, he will
immediately notify the Company of such eligibility, and SAVVIS
shall thereafter make no further payment for COBRA coverage for
him. McCormick understands and agrees that, should he elect to
continue COBRA coverage after March 31, 2006, he will be
responsible for the cost of all premiums for coverage after that
date.
7. SAVVIS agrees that any stock
options previously offered to McCormick that are scheduled to vest
before March 31, 2006, will be accelerated to vest on the
effective date of McCormick’s resignation. The period during
which McCormick may exercise these options will extend through
December 31, 2006. Subject to these exceptions,
McCormick’s exercise of these options shall be in accordance
with the terms of his option agreements. SAVVIS offers to buy any
SAVVIS shares owned by McCormick at the fair market value price for
thirty (30) days after McCormick’s effective resignation
date. The “fair market value,” for purposes of
SAVVIS’ purchase of any shares from McCormick during the
30-day period, shall be the closing price on the day before his
resignation becomes effective. McCormick hereby agrees to give
SAVVIS the right of first refusal to buy any of his shares
thereafter at the fair market value at the time of sale. Any such
purchase by SAVVIS shall be in compliance with any applicable
limitations and restrictions imposed by the Company’s Credit
Agreement with Wells Fargo Foothill, Inc, dated June 10, 2005,
and other applicable agreements, if any.
8. Effective upon execution of this
Agreement, on behalf of himself, his heirs, assigns and agents, and
for the consideration provided for in this Agreement, the
sufficiency of which McCormick hereby acknowledges, McCormick
hereby releases, settles and forever discharges SAVVIS, its
officers, directors, employees, agents, representatives and
affiliated entities, from any and all claims, actions,
