exv10w59






Exhibit 10.59









Personal & Confidential




September 15, 2004




Sumeet Sabharwal

2 St. Paul Street, Unit 8

Brookline, MA 02446



Re: Offer of Employment



Dear
Sumeet:



NaviSite, Inc (“NaviSite” or the “Company”) is pleased to offer you the opportunity to join
NaviSite. You are being offered an exempt position as Vice President — Global Delivery reporting to
the Chief Executive Officer. If you decide to join us, your base pay will be $160 000, less
applicable withholdings. You will be paid by weekly. You will be located in the Andover,
Massachusetts office. NaviSite may change your position, compensation, duties and work location from
time to time, as it deems appropriate. This offer will be contingent upon a satisfactory background
investigation and favorable references.




Initial Duties:



You will
be responsible for formulating and implementing a plan to transition the organization to
provide offshore capabilities to deliver each of its service
offerings. In particular, you will be
responsible for, among other things, managing the offshore business unit, establishing and
managing the necessary infrastructure and relationships to build the offshore business unit,
coordinating with sales and marketing the necessary activities to market and sell the offshore
services, and developing the necessary processes, policies and infrastructure to perform to the
specific quality satisfaction standards required by the
Company’s customers. You will be expected
to work closely with the current service delivery executives to integrate these new offshore
resources with the existing service delivery organization. You agree to perform any other
reasonable duties that may be assigned to you from time to time by
the Chief Executive Officer.




Stock Options Plan:



Subject to the Board’s approval (or the person or persons with delegated authority to grant
options), you will be granted an option to purchase 40,000 shares of NaviSite’s 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
or its designee(s). 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 the
NaviSite’s standard form of stock option agreement (which you will be required to sign in
connection with the issuance of your option).




Bonus Plans:



You will be eligible for one or more performance bonuses to be paid as follows, based on whether
you achieve the objectives that are set by the Chief Executive
Officer in the relevant bonus plan.
The first bonus plan shall be instituted no later than forty-five (45) days after you commence
employment with the Company and such objectives shall be mutually agreed upon by you and the Chief
Executive Officer. Upon achievement of the objectives in the first bonus plan no later than six (6)
months after you commence your employment with the Company, as determined by the Chief Executive
Officer in his sole discretion, you shall be paid a cash bonus of up
to $48,000. The second bonus
plan shall be instituted no later than ninety (90) days after you commence employment with the
Company and such objectives shall be mutually agreed upon by you and
the Chief Executive Officer.
Upon achievement of the objectives in the second bonus plan, as determined by the Chief Executive
Officer in his sole discretion, at the end of your first year of employment with the Company you
shall be granted an additional option to purchase up to 40,000 shares of NaviSite’s common stock
in accordance with NaviSite’s Amended and Restated Stock
Incentive Plan, as amended.




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, 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.





 









 








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.




2004 Holidays:



2004
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
with NaviSite, this agreement, or the termination of our employment relationship (including, but
not limited to, any claims of breach of contract, wrongful termination or 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 NaviSite waive our 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 or
claims relating to or arising out of (1) the misuse or misappropriation of your or the Company’s
trade secrets or proprietary information 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 the Company’s 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. You agree that you will not bring
onto Company premises any unpublished documents or property belonging
to any former employer. 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.




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. 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.




Acceptance of Offer:



To indicate your acceptance of this employment agreement, please sign, date in the space provided
below and return it to Jessica Nazarian no later than
September 17, 2004. 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 September 17, 2004 we will assume you have decided not to
join NaviSite. NaviSite reserves
the right to withdraw this offer at anytime prior to receipt of your
signed acceptance of the offer.



If you do accept employment with NaviSite it is very important that you submit your new hire
documentation within (3) days of your start date in the enclosed
envelope. NaviSite will need the
following:





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




If you have any questions regarding your new hire paperwork contact Gerry Massicotte at (978)
946-7753.



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/ Arthur Becker
 

Arthur Becker

	 	  





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




	 	 	 	 	 	 	 
	/s/ Sumeet Sabharwal

	 	9/17/04
	 	9/17/04
	 	 
	 

Signature of Sumeet Sabharwal

	 	Date
	 	Start Date