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Employment Agreement

 

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Title:

Employment Agreement

Entities:

AboveNet, Inc.

Date:

2000

Size:

Preview shows 5KB of 28KB total

Price:

$44

ID:

#340515

 

 

► Employment ► Employment Agreements
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                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 9, 2000, is
entered into by and between Metromedia Fiber Network, Inc. ("MFN") and
SiteSmith, Inc., a Delaware corporation (formerly known as SiteBrigade, Inc.)
("Company"), on the one hand, and Robert Ryan ("Executive"), on the other hand.

WHEREAS, MFN and Company that Executive be employed as the Senior Vice
President of Operations of Company, and Executive desires to be so employed by
Company, on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

1. Employment.

(a) Title; Reporting. During the Term (as hereinafter defined), Company
shall employ Executive, and Executive shall render services to Company as
the Senior Vice President of Operations of Company and shall report to the
Chief Executive Officer of the Company.

(b) Duties. Executive shall have such duties as are consistent with the
position of Senior Vice President of Operations.

(c) No Other Employment. Executive shall devote his full and exclusive
business time and best efforts to the performance of his duties under this
Employment Agreement and shall perform them faithfully, diligently and
competently.

(d) No Conflict. Executive represents and warrants that neither the
execution by him of this Agreement nor the performance by him of his duties
and obligations hereunder will conflict with or violate any agreement to
which he is a party or by which he is bound.

(e) Commencement Date. This Agreement amends and supercedes the earlier
Change of Control Agreement between Executive and Company of October 1,
1999, PROVIDED, HOWEVER, that this Agreement shall become effective as of
the effective date of the merger between Aqueduct Acquisition Corp., a
wholly-owned subsidiary of MFN ("Merger Sub"), and the Company (the
"Commencement Date"). The earlier Change of Control Agreement will continue
in effect until the effective date of the merger.

(f) Place of Employment. Executive's office will be in Santa Clara,
California; PROVIDED, HOWEVER, that Executive shall travel for business
purposes or perform services at the Company's other locations as required
from time to time.

2. Term of Employment. Executive agrees to work for, and remain employed
by, the Company for a period of two years, that is, until September 30, 2002.
Until this date, Executive may only resign his employment for Good Cause, as
defined herein. The Company may terminate Executive's employment at any time for
any reason, with or without cause. If Executive's employment continues after two
years, then Executive's employment with the Company shall at all times
thereafter be "at will," which means that either the Executive or the Company
may terminate the Executive's employment at any time for any or no reason, with
or Without Cause (as defined below) by giving notice in writing. Executive's
employment shall terminate automatically in the event of his death. The term of
Executive's employment under this Agreement shall commence on the date hereof
and continue until terminated as provided for herewith ("Term").

D-2-1
{PAGE}
3. Compensation.

(a) Base Salary. Company shall pay to Executive throughout the Term an
annual salary (the "Base Salary") of not less than $225,000 per year,
payable in accordance with the Company's customary policies. The Base Salary
will be reviewed at least annually by the Company's Chief Executive Officer
and Board of Directors and, if appropriate, it will be increased.

(b) Target Bonus. For each one year period starting on January 1, 2001,
Executive shall be eligible to earn an annual discretionary incentive bonus
equal to at least 40% of his Base Salary ("Target Bonus"). The Target Bonus
shall be earned based on achievement of objectives to be identified by the
Company's Chief Executive Officer ("CEO"). The CEO will set objectives
mutually agreed upon by Executive and the CEO by February 28 of the year in
question. Target Bonuses payable under this Subsection 3(b) shall be payable
in accordance with the Company's normal practices and policies no later than
January 31 of the following year.

4. Equity.

(a) Option Grant. MFN will grant Executive an option to purchase
200,000 shares of MFN class A common stock, par value $.01 per share (the
"Option Shares"), subject to the terms of the Metromedia Fiber
Network, Inc. 2000 Stock Option Plan and execution of the standard form of

 

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