Exhibit 10.75
October 5, 1999

 

Beverly A.  Brown

300 Mountain Road

Center Tuftonboro, NH  03816

Dear Beverly,

I am pleased to extend to you an offer as Executive Vice President and ChiefMarketing  Officer, reporting to Ellen Hancock.  Your initial base salary willbe $20,000 per month, which is equivalent to $240,000 per year.  Additionally,you will be eligible for three months of relocation assistance not to exceed$2000 per month.  You will also be eligible for a one-time sign-on bonus of$10,000, which is payable after the successful completion of 90 days employmentand shall be repaid in one year should you voluntarily terminate employment.  Wewill offer you a loan in the amount of $400,000 identified in the attached LoanAgreement.  This loan will be later covered by a promissory note, and isdetailed in the attached Loan Agreement.

You will be covered by the Executive Employment Agreement with the exceptionthat in  the event of a "termination in connection with a change ofcontrol" of the Company, your then effective base salary and medicalbenefits will continue for twelve months. In the event of a  "terminationfor any other reason" your effective base salary will continue for sixmonths.

 You will be eligible to participate in the company executivebonus program with a target incentive at 40% of base salary.  You also will beeligible to participate in our health and dental insurance, 401K, employee stockpurchase plan and other employee benefits established by the Company.

We will recommend to the Compensation Committee that you be granted optionsto purchase up to 250,000 shares of Exodus Communications, Inc. common stockunder Exodus' 1998 Equity Incentive Plan.  The options, if approved by theCommittee, will be granted at the first Compensation Committee meeting afteryour date of hire.  The exercise price will be the closing price of the commonstock on the date of the Compensation Committee meeting.  The options have avesting period of 50-months beginning on your date of hire.  Six months ofcontinuous employment is required before you vest.  At the conclusion of sixmonths from your employment date you will be 12% vested.  You will then vest ata rate of 2% per month of completed service until your grant is fullyvested.

 

 

 

 

 

As an employee of Exodus Communications, Inc., you will haveaccess to certain Company confidential information and you may, during thecourse of your employment, develop certain information or inventions, which willbecome the property of Exodus.  You will need to sign the standard"Proprietary Information and Invention Agreement" as a condition ofyour employment.  We wish to impress upon you that we do not wish you to bringwith you any confidential or proprietary material of any former employer or toviolate any other obligation to your former employers. Also, you represent thatyou are not subject to any restrictions that prevent you from working forExodus.

Your employment is conditioned upon your providingverification of your eligibility for employment in the U.S., which meets therequirements of the U.S. Department of Justice and passing our backgroundinvestigation. 

You will be an at-will employee, which means the employmentrelationship is voluntarily entered into by mutual consent of the employee andemployer, is not for a specified period of time and can be terminated by eitherthe employee or the Company for any reason or at any time, with or withoutcause.

We look forward to your becoming a part of the Exodus Team.Please confirm your acceptance of this offer at the earliest possible date.Also, please return the original offer signed to the attention of HumanResources and keep copies for your records.  You may also fax a copy of each toJulie Wallof at (408) 346-2202.  This offer expires 7 days after the issuedate.

Your signature will acknowledge that you have read,understood and agreed to the terms and conditions of this offer.

Sincerely,

 

 

Robert Helms

Vice President, Human Resources

OFFER ACCEPTED AS OUTLINED ABOVE.  No further commitmentswere made to me as a condition of employment.

 

_________________________   __________ My start date willbe____________

Signature			      Date

 

 

 
****