Severance Agreement - SAVVIS Communications Corp. and Clyde A. Heintzelman
November 12, 1999
Clyde A. Heintzelman
15105 Sunflower Court
Rockville, MD 20853
Dear Clyde:
This will confirm our agreement regarding the terms and conditions of
your transition from employment by Savvis.
1. You have resigned your position as President and Chief Executive
Officer of Savvis, and terminated your employment by that company,
effective on the date of this letter.
2. You and Savvis, guaranteed by Bridge, will continue to fulfil our
respective obligations under those portions of your employment
agreement with Savvis, dated December 4, 1998, that remain in
effect after termination of your employment, as though you had
been terminated without cause. These include, without limitation,
Savvis' obligation to pay you twelve months of salary continuation
and a pro rata bonus for 1999 in an amount determined by Savvis in
its discretion but in any event not less than 25% of salary, and
your undertakings regarding confidential information and
restrictions on your post-employment activities. In addition,
Savvis will continue your salary through December 3, 2000, the
original expiration date of your employment agreement.
3. You will be elected to the board of directors of Savvis for a
one-year term that will expire in November of 2000. During this
one-year term you will not be separately compensated for board
service. You may be nominated to serve additional terms on that
board at the discretion of the Nominating Committee.
4. So long as you serve on the board of directors of Savvis you will
continue to be eligible to participate in Savvis' benefit plans as
though you remained an employee of the company.
5. You have exchanged the options to purchase Savvis stock granted
prior to Bridge's acquisition of Savvis into options to purchase
stock of Bridge, and have been granted additional options to
purchase stock of Bridge. You have elected to convert all your
Bridge options into options to purchase
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November 9, 1999
Clyde A. Heintzelman
Page 2 of 2
stock of Savvis. All of these options are fully vested and will
remain in effect in accordance with their terms.
6. You have also been granted fully vested options to purchase
100,000 shares of Savvis at $0.50 per share. Shares acquired
through the exercise of these options will be restricted from sale
for twelve months from the date of this letter, provided that you
may transfer such shares to family members, directly or in trust,
subject to acceptance of this restriction by the transferee.
7. You will assist in the transition of leadership of Savvis. You
will also, in your communications with employees, customers and
others, continue to express support for the company and its
business, help to ensure the company's ability to retain its key
employees, and avoid disparaging the company, its prospects or its
new leadership. To the extent requested by Savvis you will advise
the new management team on issues regarding development of the
business.
8. You hereby release Savvis, Bridge and their employees and
directors of all claims arising from your employment, including
claims arising under any applicable federal or state
anti-discrimination statutes. You agree to cooperate with Savvis
and its counsel with regard to any legal matters that relate to
business you conducted on behalf of Savvis.
9. You agree that the terms and conditions of this agreement
constitute Confidential Information under you employment
agreement.
If this letter correctly sets forth our agreement, please countersign and return
the enclosed copy.
Sincerely, Accepted and agreed
/s/: Robert A. McCormick
-------------------------
Robert A. McCormick /s/: Clyde A. Heintzelman
Chief Executive Officer ---------------------------
Clyde A. Heintzelman