exv10w1






Exhibit 10.1









Personal & Confidential




May 19, 2004




Mark Clayman

3 Harvestwood Lane

Mansfield, MA 02048




	 	 	 
	Re:

	 	Offer of Employment: Contingent on
closing of transaction between Surebridge, Inc. and NaviSite.






Dear Mark
Clayman:




NaviSite
(“NaviSite” or “the Company”) is pleased to offer you the
opportunity to join NaviSite contingent upon the completion of the
above referenced transaction. You are being offered a position as a
VP, Hosting & CIO, an Exempt position, reporting to Joe
Nicholson. If you decide to join us, your initial base pay will be the
same as you received at Surebridge, Inc. You will be located in the
Boston office. NaviSite may change your position, compensation,
duties and work location from time to time, as it deems appropriate.



Benefits:




You will
also be eligible to receive certain employee benefits including
medical, dental, vision, flexible spending accounts, employee
assistance program, life insurance and accidental death and
dismemberment insurance on your date of hire, pursuant to the terms of
the applicable plans. The Company reserves the right to revise or
discontinue any or all of its benefit plans, at any time, in the
Company’s sole discretion.



401(k):




Each new
employee is eligible to participate in NaviSite’s 401(k) plan
immediately (subject to any restrictions by the Internal Revenue
Service). If you have already participated in a 401(k) plan in 2004,
you must provide NaviSite’s payroll department with your year to
date 401(k) deferral amount from your prior company by completing
the 401(k) 2004 Year to Date form. If you inform the payroll
department, NaviSite will try to ensure that you do not go over the
401(k) limit for 2004. You will receive a Principal Financial Company
brochure in your new hire packet for more details on the program.



Stock Incentive Plan:




You will be granted an
option to purchase 40,000 shares of NaviSite’s common stock in accordance with
the NaviSite’s Amended and Restated 2003 Stock Incentive Plan. The purchase price for such shares
will be the closing price on your date of hire. The vesting schedule will be set forth in the
stock option agreement. The options will be governed by and subject
to the terms, conditions and termination provisions of
NaviSite’s stock option agreement (which you will be required to sign in connection with the issuance of your
grant). A sample of the option agreement is attached.



Commission Plan:



If you are considered a Sales
employee by the Company, NaviSite will continue to honor the
applicable Surebridge commission plan until the 2004 NaviSite Sales
Incentive Plan is adopted. Once
adopted, all Surebridge commission plans will no longer be in effect. Any compensation plan offered
by NaviSite may be modified by the Company at any time.



 









 






Vacation, Floater and Sick Time:




In order
to allow employees the greatest possible control of their time away from work, NaviSite
has a vacation, floater and sick time policy, which will be detailed
in your new hire packet. Each new employee begins to accrue vacation
time immediately. In addition, you and the Company agree that any
accrued, unused vacation, floater, and sick time you have as of the
date of the closing transaction between Surebridge, Inc. and NaviSite
will be transferred to your NaviSite vacation, floater, and sick
banks, respectively, for use as an employee of NaviSite and under the
terms of NaviSite’s policy. Any accrued personal time from
Surebridge will also be transferred to NaviSite, but such personal
time must be used on or before December 31, 2004 or it will be
forfeited, As a result, by accepting this offer of employment, you
forfeit any right to seek the payout of vacation pay or other accrued
paid time off from Surebridge, Inc. as a result of your separation
from Surebridge, Inc.



2004 Holidays:




The 2004 holiday schedule and policy will be included in your new hire package.



1.9:




For
purposes of federal immigration law, you will be required to provide to NaviSite documentary
evidence of your identity and eligibility for employment in the United States. Such documentation
must be provided to NaviSite within three (3) business days of your first date of hire with NaviSite, or the Company’s employment relationship with you may be terminated.



Arbitration:




In the
event of any dispute or claim relating to or arising out of your
employment relationship with NaviSite, this agreement or the
termination of your employment relationship (including but not
limited to, any claims of breach of contract, wrongful termination of
age, sex, disability, race or other discrimination or harassment),
you and NaviSite agree that all such disputes shall be fully, finally
and exclusively resolved by binding arbitration conducted by the
American Arbitration Association in Boston, Massachusetts or the
state in which you work, in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration
Association, and you and the Company waive all rights to have such
disputes tried by a court  or jury. However, you and NaviSite
agree that this arbitration provision shall not apply to any disputes
and claims relating to or arising out of (1) the misuse or
misappropriation of your or the Company’s trade secrets or
proprietary information as set forth in the Company’s Proprietary
Information and Inventions Agreement, or (2) your violation of any
obligations contained in the Company’s Non-Competition Agreement.




Company
Rules/Proprietary Information/Non-Competition:




In
consideration of your employment with NaviSite, and as a condition
thereof, you will be required to abide by Company rules and
regulations, including acknowledging in writing that you have read
the Company’s Employee Handbook, and signing and complying with
the following: (1) the Company’s Code of Business Conduct and
Ethics, which sets forth certain legal and standards of conduct; (2)
the Company’s Proprietary Information and Inventions Agreement,
which prohibits unauthorized use or disclosure of NaviSite
proprietary information; and (3) the Company’s Non-Competition
Agreement, which governs certain conduct during and after the end of
your employment with the Company.



Third Party Confidential Information:



In your work for the company you will
be expected not to use or disclose any confidential information,
including trade secrets, of any former employer except Surebridge or
its subsidiaries. You agree that you will not bring onto Company
premises any unpublished documents or property belonging to any
former employer except Surdbridge or its subsidiaries. You also
acknowledge that you are not prohibited from or limited in your
performance of any job duties for the Company by any restrictive
covenants not to compete, confidentiality agreements or any other
contractual obligations other than those with Surebridge or its
subsidiaries, which have been assigned to NaviSite.



 









 





At Will:




If you choose to accept this offer, your employment with NaviSite will be voluntarily
 entered into and will be for no specified period of time. As a result, you will be free to
resign at any time with or without cause, as you deem appropriate simply by notifying the
Company. NaviSite will have a similar right and may conclude its employment
relationship with you at any time, with, or without cause, and without advance notice.




Release:




By accepting this offer and in consideration thereof, you are releasing the Company,
Surebridge, Inc., and its and their officers, directors, shareholders, affiliates, successor
corporations, agents and assigns from any cause of action, whether known or unknown,
you may have or that may arise prior to signing below.




Severance:




By
accepting this offer, you agree that your transition  to NaviSite will not constitute the
termination of your employment from Surebridge, Inc. for purpose of any severance
 obligations Surebridge, Inc. may have to you. You and NaviSite agree that any such
severance obligations of Surebridge, Inc., as well as any of your responsibilities relating
thereto (including, without limitation, any obligations relating to you obtaining new
employment and executing a general release), are hereby assigned to NaviSite will not be
triggered unless your employment with NaviSite is terminated involuntarily and all other
preconditions for such severance arise. You and NaviSite agree that letter agreement
dated May 19, 1999 between the Berkshire Group (and agreed to by Panoptic
Technologies) and you relating to the severance obligations that are being assigned to
NaviSite is hereby amended by deleting the words “before December 31, 2004” from the
second paragraph of said letter and inserting in place thereof the words “at any time”.




Acceptance of Offer:




To indicate your acceptance of this employment offer, please sign, date in the space
provided below and return this letter to Human Resources, NaviSite, Inc. 400 Minuteman
Road, Andover, MA 01810. A duplicate original is enclosed for your records. This letter,
along with any agreements relating to proprietary rights and non-competition between
you and the Company, set forth the terms of your employment with the Company.




This letter, along with any agreements may not be modified or amended except by a
written agreement signed by an authorized officer of the Company. This letter sets forth
the terms of your employment with NaviSite and supersedes any prior representations or
agreements, whether written or oral. If we do not hear from you by May 28, 2004 we will
assume you have decided not to join NaviSite and this offer will be deemed revoked.
NaviSite reserves the right to withdraw this offer at any time prior to receipt of your
signed acceptance of the offer.




By signing below and thus accepting the Company’s offer, you represent and
acknowledge that you are aware of the Company’s business affairs and financial
condition and have acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding whether or not to join
the Company and that the Company makes no representations regarding the future success of the Company.



We look forward to your positive response and welcoming you to the NaviSite Team.



Sincerely,




/s/ Gabriel
Ruhan




Gabriel Ruhan

Chief Operating Officer

NaviSite, Inc.




I accept the terms of this letter and agree to keep the terms of this letter confidential.



	 	 	 	 	 
	/s/ Mark Clayman

	 	5/27/2001
	 	 
	 

	 	 	 	 
	Signature of Mark Clayman

	 	Date