Employment Agreement - SAVVIS Communications Corp. and David J. Frear
June 14, 1999 By Facsimile (301) 656-2025 Mr. David J. Frear [Address] Dear David: I am authorized by Thomas Wendel to confirm an offer of employment as Chief Financial Officer of SAVVIS Communications Corporation, a wholly owned subsidiary of Bridge Information Systems, Inc. (Bridge). The terms of this offer, which are not subject to approval by the Board of Directors of Bridge, are outlined in the attached Term Sheet dated June 14, 1999. There are three changes from the previous term sheet identified in bold letters. I believe you will understand the need for these changes, but please call me if you have any questions. I will be in my office until 5:00 p.m. CDT. You can reach me after that time on my cell phone. Should these terms and conditions be acceptable to you, please sign below and return. Sincerely, /s/Daryl Rhodes --------------- Daryl Rhodes EVP and Chief Financial Officer /s/: David J. Frear 15/6/99 ------------------------------ ------- Accepted: David J. Frear Date <PAGE> DAVID J. FREAR TERM SHEET JUNE 14, 1999 POSITION Chief Financial Officer SALARY $250,000 subject to periodic review and adjustment. BONUS 50% of salary. May be more or less based on individual and corporate performance. BENEFITS Medical, disability, life insurance, 401K and other benefits in accordance with company policy. VACATION 4 weeks/year OPTIONS Options on .5% of the fully diluted shares of Savvis (post-acquisition of the Bridge network assets) at an exercise price per share based on a $40 million equity valuation (subject to validation of this valuation by the Company's appraisers and accounting experts). Upon the closing of an initial public offering of Savvis additional options representing .25% of the fully diluted shares of Savvis will be issued with an exercise price per share equal to the IPO price. All options will have a 10 year term, will be incentive stock options to the extent permitted by law, and the underlying shares will be registered promptly following any public offering of the Company's common stock. VESTING One quarter on the earlier of an initial public offering or the first anniversary of employment, and one quarter on each of the second, third, and fourth anniversaries of employment. ACCELERATION All unvested options shall vest immediately prior to the occurrence of a Change in Control. Change of Control shall include (i) the acquisition by a person, or persons acting as a group, of 35% or more of the Company's outstanding voting stock (EXCLUDING DISTRIBUTIONS OF SAVVIS STOCK TO BRIDGE SHAREHOLDERS), (ii) the disposal of all or substantially all of the Company's assets or business through a sale, lease or otherwise, (iii) the merger of the Company with or into another person where the Company is not the surviving person, (iv) any reverse merger in which the Company's stockholders prior to the merger do not own at least 50% of the post merger entity, (v) a change in the board of directors in any two year period <PAGE> DAVID J. FREAR TERM SHEET JUNE 14, 1999 PAGE 2 wherein a majority of the directors have been elected without the approval of at least 2/3 of the directors in office at the beginning of such period, or (vi) a Change in Control of Bridge, in the event Bridge owns more than 35% of the Company's outstanding voting stock (EXCLUDING DISTRIBUTIONS OF BRIDGE SHARES OWNED BY PARTNERSHIPS CONTROLLED BY WELSH, CARSON, ANDERSON & STOWE TO THE LIMITED PARTNERS OF SUCH PARTNERSHIPS). EXPIRY All vested options shall terminate as follows: i) at the end of their ten year term ii) 2 years following termination of employment due to death or disability Vesting shall cease as of the date of termination of employment, except as otherwise provided herein. SEVERANCE If at any time the Company shall terminate the employee's employment, other than for Cause (felony conviction, moral turpitude), or if the employee terminates his employment for Good Reason (substantial reduction in pay or responsibilities, change in principal location from DC metropolitan area, failure of Savvis to acquire the Bridge network assets by 12/31/00), the employee will be entitled to continuation of salary and all benefits (including continued vesting of options) for one year following such termination, and will be entitled to a pro rata payment of bonus through the date of termination. LOCATION Employee's principal office will be located in Reston, VA. PUT RIGHT If the Company's common stock is not traded on a national securities market with a public float of at least $75 million AND THE COMPANY IS NOT ACTIVELY IN THE PROCESS OF REGISTERING ITS COMMON STOCK ON A NATIONAL SECURITIES MARKET WITH A PUBLIC FLOAT OF AT LEAST $75 MILLION within 2 years ("Publicly Traded") of commencement of employment, employee will have the right to put the shares underlying all vested options to the Company in exchange for a cash payment equal to the fair market value of such shares less the exercise price of such shares. Fair market value will be determined by an internationally recognized investment bank of a fully distributed public basis without regard to illiquidity discounts, minority interest discounts, control premiums or the existence <PAGE> DAVID J. FREAR TERM SHEET JUNE 14, 1999 PAGE 3 of control blocks. This right will expire when the Company's stock is Publicly Traded. BOARD The Company will use its best efforts to cause REPRESENTATION employee to be elected to its Board of Directors. Employee will continue in such position at the discretion of the Board and the Company's shareholders.