exv10w3






Exhibit 10.3









Personal & Confidential




June 17,
2005




Nasir Cochinwala

2572 Bentley Ridge Drive

San Jose, CA 95138




Re: Offer of Employment




Dear Nasir:



NaviSite, Inc. (“NaviSite”) is pleased to offer you the opportunity to join our company. You
are being offered an exempt position as Senior Vice President, Professional Services,
reporting to Arthur Becker, CEO. If you decide to join us, your annualized base pay will be
$200,000 less applicable withholdings, payable bi-weekly. In addition, you will be eligible
for an annualized incentive of $100,000, 25% of which is payable for year-end corporate
attainment of FY06 EBITDA goals; 37.5% of which is based upon an FY06 revenue target of $10
million for Oracle Professional Services business, and 37.5% of which is payable for attaining
an FY06 direct contribution margin target of 35%. These incentive payments will all be made
after determining the full year performance against target. Additional details of your annual
incentive plan will be provided separately. Additionally, you will receive 1.5% of monthly
Oracle Professional services revenue, payable monthly, through January 31, 2006. You will be
located at our Zankor Road office in San Jose, NaviSite, Inc. may change your position,
compensation, duties and work location from time to time, as it deems appropriate. Your offer
of employment is contingent upon satisfactory references and background check.




Stock Options Plan:



Subject to the Board’s approval, you will be granted an option to purchase 160,000 shares of
NaviSite common stock in accordance with NaviSite’s Amended and Restated Stock Incentive Plan,
as amended, with the purchase price for such shares being set at the market price on the date
of issuance by the Board. The vesting schedule will be set forth in the stock option
agreement. The option will be governed by and subject to the terms, conditions and termination
provisions of NaviSite’s standard form of stock option agreement (which you will be required
to sign in connection with the issuance of your option).




Benefits:



As an employee, you will also be eligible to receive certain employee benefits including
medical, dental, 401 (k) Plan, employee assistance program, life insurance and accidental
death and dismemberment on your date of hire. 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.




Introductory Period:



The first 90 calendar days of your employment is considered a “getting acquainted” or
“introductory” period. The purpose of this period is to allow your manager and you to assess
whether further employment is desirable. Introductory periods may be extended by NaviSite.




Paid Time Off:



In order to allow employees the greatest possible control of their time, NaviSite has a
combined program of paid time off as detailed in your new hire packet. Each new employee
begins to accrue paid time off immediately.




2005 Holidays:



2005 holiday schedule and policy is included in your new hire package.




I-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 us within three (3) business days of your first date of
hire with NaviSite, or our employment relationship with you may be terminated.




 









 





Arbitration:



In the event of any dispute or claim relating to or arising out of our employment relationship,
this agreement, or the termination of our employment relationship (including, but not limited to,
any claims of wrongful termination or age, sex, disability, race or other discrimination), 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 San Francisco County California or
the state in which you work, and we waive our rights to have such disputes tried by a court or
jury. However, we agree that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of your or the Company’s trade secrets
or proprietary information.




NaviSite Confidential Information:



In consideration of your employment with NaviSite, Inc. you agree that you will not while employed
by NaviSite or for a period of twelve (12) months thereafter, except in scope of your employment
with NaviSite, directly or indirectly, disclose any confidential information that you may learn or
have learned by reason of your association with NaviSite or its affiliates. The term “confidential
information” includes information not previously disclosed to the public or to the trade by
Navisite’s management, or otherwise in the public domain, with respect to NaviSite’s, or any of
its affiliates’, trade secrets and other intellectual property, confidential reports, client
lists, technical information, or financial information concerning
NaviSite. You agree that all
confidential information is and shall remain the exclusive property of NaviSite. All business
records, papers and documents kept or made by you relating to the business of NaviSite (the
“Business Records”) shall be and remain the property of NaviSite. Upon termination of your
employment with NaviSite or at any other time upon request, you will promptly deliver to NaviSite
all Business Records (and all copies of reproductions of such material) in your possession or
under your control, whether prepared by you or others, which contain confidential information. You
agree that a breach of this provision may result in material and irreparable injury to NaviSite or
its affiliates for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a breach or threat
thereof, NaviSite shall be entitled to obtain a Court order restraining you from engaging in
activities prohibited by this letter agreement or such other relief as may be appropriate. This
provision shall specifically survive the termination of this letter, as applicable.




At Will:



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




Acceptance of Offer:



To indicate your acceptance of this employment agreement, please sign, date in the space provided
below and return it to Elaine Ouellette no later than June 24, 2005. A duplicate original is
enclosed for your records. This letter, along with any agreements relating to proprietary rights
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, Inc. and supersedes any prior representations or agreements, whether
written or oral. If we do not hear from you by June 24, 2005 we will assume you have decided not
to join NaviSite, Inc.. NaviSite, Inc. reserves the right to withdraw this offer at anytime prior
to receipt of your signed acceptance of the offer.



If you have any questions regarding your new hire paperwork contact Elaine Ouellette at (978)
946-5820.



If you do accept employment with NaviSite, Inc. it is very important that you submit your new hire
documentation before your start date in the enclosed envelope. NaviSite, Inc. will need the
following plus a photo copy of two forms of ID:





	 	1.	 	New Hire Check List complete with the documents listed below
	 	2.	 	Offer letter signed by you
	 	3.	 	W-4 form
	 	4.	 	State withholdings (if Applicable)
	 	5.	 	I-9 form





 









 





	 	6.	 	Employment Application
	 	7.	 	Kroll Background Check (this must be completed) 
	 	8.	 	 Anti Harassment Policy Acknowledgement
	 	9.	 	Equal Employment Opportunity Form
	 	10.	 	Direct Deposit (All employees must complete even if you do not want direct deposit,
check NO).
	 	11.	 	Employee Invention & Proprietary Rights
	 	12.	 	Signed Code of Business Conduct & Ethics
	 	13.	 	Emergency Contact Information
	 	14.	 	Handbook Receipt
	 	15.	 	Non — Competition Agreement
	 	16.	 	Payroll Deduction Form
	 	17.	 	Blue Cross / Blue Shield — HMO/PPO/Dental
	 	18.	 	Unum Insurance Group Life
	 	19.	 	Unum Group Additional Life (Optional)
	 	20.	 	401K Beneficiary Form
	 	21.	 	FSA Enrollment Form




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,









Elaine S. Ouellette

Vice President, Human Resources



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




	 	 	 	 	 	 	 
	/s/ Nasir Cochinwala

	 	6-21-05
	 	6-27-05	 	 
	 

	 	 
	 	 	 	 
	Signature of Nasir Cochinwala

	 	Date
	 	Start Date