Exhibit 10.40
EXECUTIVE SEVERANCE
AGREEMENT
THIS AGREEMENT is
entered into as of the 1 st day of October 2007 by and
between Rackspace US, Inc., a Texas corporation (the
“Company”), and David Belle-Isle
(“Employee”).
WITNESSETH
WHEREAS, the Company is indirectly
owned, in whole, by Macro Holding, Inc., a Delaware corporation
(the “Parent Company”); and
WHEREAS, the Company considers the
establishment and maintenance of a sound and vital management team
to be essential to protecting and enhancing the best interests of
the Company, the Parent Company and its stockholders;
and
WHEREAS, of even date herewith,
Employee has been named as a senior officer of the Company and the
Parent Company; and
WHEREAS, the Company has determined
that it is in the best interests of the Company, the Parent
Company, and its stockholders to ensure Employee’s undivided
dedication to his duties without being influenced by the
Employee’s uncertainty as to the Employee’s
employment;
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and
agreements herein contained, the Company and Employee hereby agree
as follows:
1. Definitions : As used in
this Agreement, the following terms shall have the respective
meanings set forth below:
(a) “Cause” shall mean
(i) gross negligence or willful misconduct in the performance
of Employee’s duties to the Company where such gross
negligence or willful misconduct has resulted or is likely to
result in substantial and material damage to the Company (as
determined by the CEO or the Board of Directors of the Parent
Company in good faith), (ii) material and willful violation of
any federal or state law causing material harm to the standing and
reputation of the Company (as determined by the CEO or Board of
Directors of the Parent Company in good faith),
(iii) conviction of a felony or crime involving moral
turpitude, causing material harm to the standing and reputation of
the Company (as determined by the CEO or Board of Directors of the
Parent Company in good faith), or (iv) the death or Disability
of the Employee.
(b) “Disability of
Employee” means, the expiration of a continuous period of one
hundred and eighty (180) days during which Employee is unable
to perform his assigned duties due to physical or mental
incapacity.
(c) “Involuntary
Termination” means voluntary resignation by Employee upon 30
days prior written notice to the Company, following (i) a
material reduction or change in the duties, responsibilities and
requirements inconsistent with the Employee’s position with
the
Company and Employee’s prior
duties, responsibilities and requirements (taking into account the
difference in job title and duties that may occur following an
acquisition but that do not actually result in a material change in
Employee’s job duties, responsibilities and requirements),
which, after written notice from the Employee to the Company that
such reduction or change constitutes an Involuntary Termination is
not appropriately modified by the Company within ten business days
of such written notice; (ii)&nb
