Employment Agreement - SAVVIS Communications Corp. and Richard Bubenik
February 8, 2002
Dr. Richard Bubenik
Dear Rick:
This will confirm our understanding with respect to your continued employment by
SAVVIS Communications Corporation, a Missouri corporation ("SAVVIS") as
Executive Vice President - Chief Technical Officer reporting directly to the
Chief Executive Officer of SAVVIS. In such capacity, you shall perform such
executive and managerial services, and shall have such authority, duties and
responsibilities as shall be assigned to you from time to time by the Chief
Executive Officer and/or the Board of Directors of SAVVIS (or its designee).
During the term of your employment, you shall receive a base annual salary of at
least $200,000 per year, payable in installments in accordance with the usual
practices of SAVVIS. Your salary shall be reviewed on an annual basis. You shall
be entitled to receive an annual incentive bonus based on mutually agreed to
objectives based on your performance and that of SAVVIS. The target range for
this annual incentive bonus shall be approximately 50% of your then current base
salary. The annual incentive bonus shall be payable on a calendar year basis and
will typically be paid during the first two months of the calendar year for
performance during the prior calendar year. In addition, you shall receive
fringe benefits at a level not less than those received by other similarly
situated senior executive employees of SAVVIS.
In the event your employment is terminated without "cause," or you resign your
employment with "Good Reason," (i) you shall continue to receive your then
current base salary for a period of twelve months, (ii) you shall receive a lump
sum payment equal to the bonus received (or declared if the entire amount has
not yet been paid to you) by you for the preceding year, such amount being pro
rated for the period of January 1 of the year of termination through the date of
such termination; provided, however, in no event shall such payment be less than
one-half of the bonus received (or declared if the entire amount has not yet
been paid to you) for such preceding year, (iii) you shall receive a lump sum
payment equal to that portion of the preceding year's declared bonus which has
not yet been received by you and (iv) you shall continue to receive, for a
period of one year from the date of such termination, all of the benefits that
you were receiving on the date of your termination. In the case of the payments
due to you under sections (ii) and (iii) above, such payments shall be made to
you within thirty days of the date of such termination.
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February 8, 2002
Dr. Richard Bubenik
Page 2 of 2
You may resign for "Good Reason" if (i) there is a change in your position with
SAVVIS which entails materially reduced responsibilities, compensation, target
bonus or equity incentive opportunities or (ii) your primary place of employment
is relocated from the metropolitan area in which you are located at the time of
such resignation, provided and only if such change, reduction or relocation is
effected by SAVVIS without your prior consent.
Your employment with SAVVIS may be terminated with "cause" at any time without
notice. For purposes of this agreement, cause is defined as (i) any conduct by
you as an employee of SAVVIS that violates state or federal laws or Company
policies and standards of conduct; (ii) dishonesty by you in performance of your
duties as an employee of SAVVIS, or (iii) willful misconduct by you that you
know (or should know) will materially injure the reputation of SAVVIS. If you
are terminated for cause, you will not be entitled to severance benefits.
Please confirm your acceptance of this offer by executing the enclosed copy of
this letter and returning it to me at your earliest convenience.
Sincerely Your,
/s/ Robert A. McCormick Agreed to and accepted by:
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Robert A. McCormick /s/ Richard Bubenik
Chairman and ----------------------------
Chief Executive Officer Richard Bubenik
2/8/02