least a majority of the directors who were Continuing Directors at thetime of such nomination or election; provided, however, that there shallbe excluded from this clause (y) any individual whose initial assumptionof office occurred as a result of an actual or threatened election contestwith respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents, by or on behalf of aperson other than the Board; or  (iii) the consummation of a merger, consolidation,reorganization, recapitalization or share exchange involving the Company or asale or other disposition of all or substantially all of the assets of theCompany (a “Business Combination”), unless, immediately followingsuch Business Combination, each of the following two conditions is satisfied:(x) all or substantially all of the individuals and entities who were thebeneficial owners of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of thethen-outstanding shares of common stock and the combined voting power of thethen-outstanding securities entitled to vote generally in the election ofdirectors, respectively, of the resulting or acquiring corporation in suchBusiness Combination (which shall include, without limitation, a corporationwhich as a result of such transaction owns the Company or substantially allof the Company’s assets either directly or through one or more subsidiaries)(such resulting or acquiring corporation is referred to herein as the“Acquiring Corporation”) in substantially the same proportions astheir ownership of the Outstanding Company Common Stock and OutstandingCompany Voting Securities, respectively, immediately prior to such BusinessCombination and (y) no Person (excluding any employee benefit plan (orrelated trust) maintained or sponsored by the Company or by the AcquiringCorporation) beneficially owns, directly or indirectly, 50% or more of thethen-outstanding shares of common stock of the Acquiring Corporation, or ofthe combined voting power of the then-outstanding securities of suchcorporation entitled to vote generally in the election of directors (exceptto the extent that such ownership existed prior to the Business Combination);or  (iv) the liquidation or dissolution of the Company.Notwithstanding anything to the contrary, none of the following shall constitute a Change inControl event: (A) any acquisition directly from the Company (excluding an acquisition pursuant tothe exercise, conversion or exchange of any security exercisable for, convertible into orexchangeable for common stock or voting securities of the Company, unless the Person exercising,converting or exchanging such security acquired such security directly from the Company or anunderwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any corporation controlled by the Company, (C) anyacquisition by any corporation or other business entity pursuant to a Business Combination whichcomplies with clauses (x) and (y) of subsection (iii) of this definition or (D) any acquisition byAtlantic Investors, LLC, or its successors or affiliates (collectively “Atlantic”), of anyshares of common stock or any ownership by Atlantic of any shares of common stock. (b) “Cause” shall mean (i) an intentional act of fraud, embezzlement or theftin connectionwith your duties to the Company or in the course of your employment with theCompany, (ii) your willful engaging in gross misconduct which is demonstrably andmaterially injurious to the Company, or (iii) your willful and continued failure toperform
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   substantially your duties with the Company or one of its affiliates (other than any suchfailure resulting from incapacity due to physical or mental illness), which failure is notcured within ten (10) business days after a written demand for substantial performance isdelivered to you by the Company which specifically identifies the manner in which theCompany believes that you have not substantially performed your duties. For purposes ofthis Subsection, no act or failure to act on your part shall be deemed “willful” unlessdone or omitted to be done by you not in good faith and without reasonable belief that youraction or omission was in the best interest of the Company.  (c) “Date of Termination” shall have the meaning set forth in Section 2(c).  (d) “Disability” shall be deemed to have occurred if, as a result of incapacity due tophysical or mental illness, you shall have been absent from the full time performance of yourduties with the Company for forty-five (45) days (whether or not consecutively) within a90-day period.  (e) “Good Reason” shall mean, without your express written consent, the occurrence of anyof the following circumstances unless, in the cases of paragraphs (i), (ii), (iii), (iv), (v)or (vi), such circumstances are fully corrected prior to the Date of Termination specified inthe Notice of Termination given in respect thereof: (i) any significant diminution in your position, duties,responsibilities, power, or office (not solely a change in title) (unless such changesare required and solely related to the reporting structures of an AcquiringCorporation);  (ii) any reduction, without your consent, in your annual base salary as ineffect on the date hereof or as the same may be increased from time to time;  (iii) the failure by the Company to (i) continue in effect any materialcompensation or benefit plan in which you participate immediately prior to a Change inControl, unless an equitable arrangement (embodied in an ongoing substitute oralternative plan) has been made with respect to such plan, or (ii) continue yourparticipation therein (or in such substitute or alternative plan) on a basis notmaterially less favorable, both in terms of the amount of benefits provided (comparedto the amount provided immediately prior to a Change in Control) and the level of yourparticipation relative to other participants (compared to the level of yourparticipation relative to other participants as in effect at any time during youremployment with the Company);  (iv) the failure by the Company to continue to provide you with benefitssubstantially similar to those enjoyed by you under any of the Company’s lifeinsurance, medical, health and accident, or disability plans in which you wereparticipating at the time of a Change in Control, the taking of any action by theCompany which would directly or indirectly materially reduce any of such benefits, orthe failure by the Company to provide you with the number of paid vacation days towhich you are entitled on the basis of years of service with the Company in accordancewith the Company’s normal vacation policy in effect at the time of a Change inControl;  (v) any requirement by the Company or of any person in control of theCompany that the location at which you perform your principal duties for the Companybe
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   changed to a new location that is outside a radius of fifty (50) milesfrom your principal place of employment; or  (vi) the failure of the Company to obtain a reasonablysatisfactory agreement from any successor to assume and agree to perform thisAgreement, as contemplated in Section 6.  (vii) In order to establish “Good Reason” for a termination, the Employee mustprovide notice to the Company of the existence of the condition giving riseto the “Good Reason” within ninety (90) days following the initial existenceof the condition, and the Company has ten (10) business days followingreceipt of such notice to remedy such condition. (f) “Notice of Termination” shall have the meaning set forth in Section 2(b).  (g) “Severance Payments” shall have the meaning set forth in Section 3(b)(ii).2. Employment Status. (a) You acknowledge that this Agreement does not constitute a contract ofemployment or impose on the Company any obligation to retain you as an employee. Youmay terminate your employment at any time, with or without Good Reason.  (b) Any termination of your employment by the Company or by you during the term ofthis Agreement shall be communicated by written notice that indicates the specificprovision in this Agreement relied upon and sets forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of your employment underthe provision so indicated (“Notice of Termination”). A Notice of Terminationshall be delivered to the other party hereto in accordance with Section 7.  (c) The “Date of Termination” shall mean the date specified in the Notice ofTermination.  (d) Your right to terminate your employment for Good Reason shall not be affectedby your incapacity due to physical or mental illness. Your continued employment shallnot constitute consent to, or a waiver of rights with respect to, any circumstanceconstituting Good Reason under this Agreement.3. Compensation Upon Termination.   Subject to the terms and conditions of this Agreement, including without limitation Section3(c), you shall be entitled to the following benefits upon termination of your employment,provided that such period of termination occurs during the term of this Agreement. (a) Cause, Disability, Death and Voluntary Termination otherthan for Good Reason. If your employment shall be terminated by the Company forCause, for Disability, for your death or by you other than for Good Reason, the Companyshall pay you your full base salary through the Date of Termination at the rate ineffect at the time the Notice of Termination is given or at the rate in effect at thetime of a Change in Control if such rate is greater, in accordance with the Company’snormal payroll procedures unless otherwise provided by law, plus all other amounts towhich you are entitled under any compensation plan of the
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   Company at the time such payments are due, and the Company shall have no furtherobligations to you under this Agreement.  (b) Termination Without Cause; Voluntary Termination for Good Reason. Ifyour employment with the Company is terminated by the Company (other than for Cause, Disabilityor your death) or by you for Good Reason, then you shall be entitled to the benefits belowupon effectiveness (taking into account any applicable statutory revocation periods) of ageneral waiver and release from you in favor of the Company, its directors, officers,employees, representatives, agents and affiliates in a form satisfactory to the Company(“Release”); providedthat such Release is executed within twenty-one (21)days of the Company presenting it to you for execution (or such longer period as requiredunder applicable law) and such Release has not been revoked within such twenty-one dayperiod (or within any longer applicable revocation period as set forth in the Release).Notwithstanding the foregoing, the Company shall not provide any benefit and may reducedollar for dollar any benefit otherwise receivable by you pursuant to subsections (ii) -(iv) of this paragraph (b) if such benefit (including without limitation salary paymentsfrom another employer) is actually received by you from another employer during the six (6)month period following your termination, and any such benefit actually received by youshall be reported to the Company. (i) The Company shall pay to you your full base salary through the Date ofTermination at the rate in effect at the time the Notice of Termination is given orat the rate in effect at the time of a Change in Control if such rate is greater,in accordance with the Company’s normal payroll procedures unless otherwiseprovided by law, plus all other amounts to which you are entitled under anycompensation plan of the Company at the time such payments are due.  (ii) The Company will pay as severance pay to you, severance payments at yourannual base salary at the rate in effect at the time the Notice of Termination isgiven or at the rate in effect at the time of a Change in Control if such rate isgreater, less applicable withholding, (together with the payments provided inparagraph (iii)-(iv) below, the “Severance Payments”) until six (6) monthsfollowing the Date of Termination. Severance Payments will be made in accordance withthe Company’s normal payroll procedures.  (iii) For up to the six (6) month period after such termination, the Company shallprovide reimbursement to you for your actual COBRA payments for health and welfarebenefits continuation provided you elect COBRA coverage.  (iv) The Company will provide a bonus payment equal to your target bonus forthe current fiscal year pro rated to your Date of Termination. This bonus payment willbe made in a lump sum within the later of (i) five (5) full days following theexecution of the Release and (ii) any applicable revocation period with respect to theRelease. In addition, the Company will pay you any earned but unpaid bonus from theprior fiscal year by the later of (i) five (5) full days following the execution ofthe Release and (ii) any applicable revocation period with respect to the Release. (c) In the event you fail to sign the Release within the time period set forth above (oryou otherwise revoke the Release during the time period set forth above), then you shall notbe entitled to any Severance Payments and you shall only be entitled to receive your full
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   base salary through the Date of Termination at the rate in effect at the time the Notice ofTermination is given or at the rate in effect at the time of a Change in Control if suchrate is greater, in accordance with the Company’s normal payroll procedures unlessotherwise provided by law, plus all other amounts to which you are entitled under anycompensation plan of the Company at the time such payments are due. Notwithstanding theforegoing, the Company may immediately terminate any or all Severance Payments uponmaterial breach by you of the Release or any other agreement or contract with the Company.The remedy set forth in the proceeding sentence is in addition to all other remedies of theCompany available at law and/or in equity and shall not in any way impair or terminate theeffectiveness of the Release.  (d) In the event that you become entitled to the Severance Payments, if any of theSeverance Payments will be subject to the tax imposed by Section 4999 of the Internal RevenueCode of 1986, as amended (the “Code”) (or any similar tax that may hereafter beimposed) (the “Excise Tax”) the Company shall pay to you an additional amount (the“Gross-Up Payment”) such that the net amount retained by you, after deduction of anyExcise Tax on the Total Payments (as hereinafter defined) and any federal, state and localincome tax and Excise Tax upon the payment provided for by this Subsection, shall be equal tothe Total Payments. For purposes of determining whether any of the Severance Payments will besubject to the Excise Tax and the amount of such Excise Tax, (a) any other payments orbenefits received by you in connection with a Change in Control of the Company or yourtermination of employment (whether pursuant to the terms of this Agreement or any other plan,arrangement or agreement with the Company, any person whose actions result in a Change inControl of the Company or any person affiliated with the Company or such person) (whichtogether with the Severance Payments, constitute the “Total Payments”) shall betreated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all“excess parachute payments” within the meaning ofSection 280G(b)(1) shall be treated assubject to the Excise Tax, unless in the opinion of tax counsel selected by the Company’sindependent auditors such other payments or benefits (in whole or in part) do not constituteparachute payments, or such excess parachute payments (in whole or in part) representreasonable compensation for services actually rendered within the meaning if Section280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3)of the Code, or are otherwise not subject to the Excise Tax, (b) the amount of the TotalPayments which shall be treated as subject to the Excise Tax shall be equal to the lesser of(1) the total amount of the Total Payments or (2) the amount of excess parachute within themeaning of Section 280G(b)(1) (after applying paragraph (a), above), and (c) the value of anynon-cash benefits or any deferred payment or benefit shall be determined by the Company’sindependent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of theCode. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed topay federal income taxes at the highest marginal rate of federal income taxation in thecalendar year in which the Gross-Up Payment is to be made and state and local income taxes atthe highest marginal rate of taxation in the state and locality of your residence on the Dateof Termination, net of the maximum reduction in federal income taxes, which could be obtainedfrom deduction of such state and local taxes. In the event that the Excise Tax is subsequentlydetermined to be less than the amount taken into account hereunder at the time of terminationof your employment, you shall repay to the Company at the time the amount of such reduction inexcise tax is finally determined the portion of the Gross-Up Payment attributable to suchreduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax andfederal, state and local income tax imposed on the Gross-Up Payment being repaid by you ifsuch repayment results in a
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   reduction in Excise Tax and/or a federal, state and local income tax deduction) plusinterest on the amount of such repayment at the rate provided in Section1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceedthe amount taken into account hereunder at the time of the termination of youremployment (including by reason of any payment the existence or amount of whichcannot be determined at the time of the Gross-Up Payment), the Company shall make anadditional gross-up payment in respect of such excess (plus any interest payablewith respect to such excess) at the time that amount of such excess is finallydetermined.  (e) Payments to the Employee under Section 3 shall be bifurcated into two portions,consisting of the portion, if any, that includes the maximum amount of the paymentsthat does not constitute “nonqualified deferred compensation” within the meaning ofSection 409A of the Code, and the portion, if any, that includes the excess of thetotal payments that does constitute nonqualified deferred compensation. Paymentshereunder shall first be made from the portion that does not consist of nonqualifieddeferred compensation until such portion is exhausted and then shall be made fromthe portion that does constitute nonqualified deferred compensation. Notwithstandingthe foregoing, if the Employee is a “specified employee” as defined in Section409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion thatconstitutes nonqualified deferred compensation will be delayed to the date that is 6months and one day after the Employee’s termination of employment (the “EarliestPayment Date”). Any payments that are delayed pursuant to the preceding sentenceshall be paid pro rata during the period beginning on the Earliest Payment Date andending on the date that is 6 months following the Earliest Payment Date. Thedetermination of whether, and the extent to which, any of the payments to be made tothe Employee hereunder are nonqualified deferred compensation shall be made afterthe application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9).Any payments that are intended to qualify for the exclusion for separation pay dueto involuntary separation from service set forth in Treasury Regulation Section1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxableyear of the Employee following the taxable year of the Employee in which theEmployee’s termination of employment occurs.4. Compensation upon a Change in Control. Following a Change in Control of the Company andexcept as set forth in any option agreement, restricted stock agreement or other applicableagreement, all unvested options and shares of restricted stock then held by you that wereissued or granted under the Company’s Amended and Restated 2003 Stock Incentive Plan or anyother stock incentive plan of the Company shall become exercisable and vested in full on thedate of a Change in Control. In no event shall this Section 4 or any other provision of thisAgreement have any effect whatsoever on any equity or equity-like securities owned or heldon the date hereof or acquired after the date hereof by you in a subsidiary of the Company(including America’s Job Exchange, Inc. (“AJE”)). Notwithstanding the foregoing, you agreeand acknowledge that you shall have no rights in any stock options, Common Stock or anyother security issued or granted to you by or in AJE or that may be issued or granted to youby or in AJE in the future unless and until (A) AJE and NaviSite receive all necessaryapprovals, consents or waivers (collectively the “Required Consents”) from (i) CIBCWorld Markets Corp. or other lender, administrative agent or lending syndicate to AJE andNaviSite, if a Required Consent is required by the underlying loan agreements and (ii) theholders of Series A Preferred Stock of NaviSite (collectively the “ConsentingParties”) and (B) AJE and NaviSite are satisfied in their sole discretion that, uponreceipt of the Required Consents, the granting of any such stock options, Common Stock orother securities shall not cause or result in AJE or NaviSite to violate or breach thegoverning documents with such Consenting Parties (which documents currently prohibit thegranting or
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  issuances of equity securities (including stock options) or similar rights in a subsidiaryof NaviSite. 5. Compensation During Period of Disability. During a period of Disability in whichyou are employed by the Company, the Company will pay you your base salary minus gross amountsreceived by you under any of the Company’s disability insurance policies. Upon terminationof your employment for a Disability, you shall thereafter only be entitled to the benefitsset forth in Section 3(a). 6. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of thebusiness or assets of the Company expressly to assume and agree to perform thisAgreement to the same extent that the Company would be required to perform it if nosuch succession had taken place. Failure of the Company to obtain an assumption of thisAgreement at or prior to the effectiveness of any succession shall be a breach of thisAgreement and shall constitute Good Reason if you elect to terminate your employment,except that for purposes of implementing the foregoing, the date on which any suchsuccession becomes effective shall be deemed the Date of Termination. As used in thisAgreement, Company shall mean the Company as defined above and any successor to itsbusiness or assets as aforesaid which successor assumes and agrees to perform thisAgreement by operation of law, or otherwise.  (b) This Agreement shall inure to the benefit of and be enforceable by yourpersonal or legal representatives, executors, administrators, successors, heirs,distributes, devisees and legatees. If you should die while any amount would still bepayable to you hereunder if you had continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of this Agreementto your devisee, legatee or other designee or if there is no such designee, to yourestate.7. Notice. For the purposes of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be duly given when delivered orwhen mailed by United States registered or certified mail, return receipt requested, postageprepaid, addressed to the Company, at 400 Minuteman Road, Andover, MA 01810, Attention:General Counsel and Chief Financial Officer, and to you at the address set forth below or tosuch other address as either the Company or you may have furnished to the other in writing inaccordance herewith, except that notice of change of address shall be effective only uponreceipt. 8. Miscellaneous. (a) The invalidity or unenforceability of any provision of this Agreement shall not affectthe validity or enforceability of any other provision of this Agreement, which shallotherwise remain in full force and effect.  (b) The validity, interpretation, construction and performance of this Agreementshall be governed by the laws of the Commonwealth of Massachusetts (without givingeffect to any conflicts or choice of law provisions thereof that would cause theapplication of the domestic substantive laws of any other jurisdiction).
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 (c) No waiver by you at any time of any breach of, or compliance with, any provision ofthis Agreement to be performed by the Company shall be deemed a waiver of that or any otherprovision at any subsequent time.  (d) This Agreement may be executed in counterparts, each of which shall be deemed to be anoriginal but both of which together will constitute one and the same instrument.  (e) Any payments provided for hereunder shall be paid net of any applicable withholding requiredunder federal, state or local law.  (f) This Agreement sets forth the entire agreement of the parties hereto in respect of thesubject matter contained herein and supersedes all prior agreements, promises, covenants,arrangements, communications, representations or warranties, whether oral or written, by anyofficer, employee or representative of any party hereto; and any prior agreement of theparties hereto in respect of the subject matter contained herein is hereby superseded,including without limitation the Prior Agreement.  (g) This Agreement is intended to comply with the provisions of Section 409A and the Agreementshall, to the extent practicable, be construed in accordance therewith. Terms defined in theAgreement shall have the meanings given such terms under Section 409A if and to the extentrequired in order to comply with Section 409A. No payments to be made under this Agreement maybe accelerated or deferred except as specifically permitted under Section 409A. In the eventthat the Agreement shall be deemed not to comply with Section 409A, then neither the Company,the Board nor its or their designees or agents shall be liable to the Employee or other personfor actions, decisions or determinations made in good faith.  (h) For the avoidance of doubt, this Agreement shall not apply in any way or manner in theevent your employment is terminated by or with a subsidiary of the Company (including withoutlimitation AJE) or if a subsidiary of the Company experiences a change in control or similarevent. Further, you acknowledge and agree that (i) the applicable provisions set forth in thisAgreement (including without limitation the definition of “Good Reason” and Section 3) shallnot apply and you shall not be entitled to any severance in the event your employmentterminates with the Company and you are employed by a subsidiary of the Company, includingwithout limitation AJE, on substantially the same terms as you were employed by the Companyimmediately prior to such termination and (ii) your change in title from Senior Vice Presidentand Chief Marketing Officer of the Company to President of AJE triggered no benefits to you orrights of yours under the Prior Agreement or this Agreement. Any severance that may beprovided upon termination of your employment with a subsidiary of the Company, includingwithout limitation AJE, shall be governed by a separate agreement that the parties maynegotiate and enter into in the future.[Remainder of page intentionally left blank.]
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If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to theCompany the enclosed copy of this letter, which will then constitute our agreement on this subject.      NAVISITE, INC.