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EXHIBIT 10.1
July 31, 2000
LEMIS ALTAN
One Digex Plaza
Beltsville, MD 20705
Dear Lemis:
This is to confirm your promotion to the position of Vice President of
Business Operations, reporting to Mark Shull, President & Chief Executive
Officer of Digex, Inc. This position is a regular, full time position located
in our Beltsville campus.
BASE SALARY
Your annual base salary is $160,000 (based on 52 weeks of service). This
position is exempt and is not eligible for overtime. Salaries are reviewed
annually, and increases are granted in accordance with Company policy.
COMPENSATION
You are eligible to participate in Digex's Executive Management Incentive
Compensation Plan. In this position, you are eligible for a bonus of up to
40% of your base salary. At 100% of personal objective achievement and
Executive Corporate Goals achievement your annual potential cash compensation
is $224,000. (based upon base salary plus full bonus compensation)
This incentive is prorated on the base pay received during the current
fiscal calendar year. This incentive opportunity is contingent upon the
achievement of corporate and individual objectives as determined by your
management. This bonus is evaluated and paid on an annual basis.
STOCKS
This position includes an increase in stock options bringing you to a total of
75,000 total shares of DIGX Stock Options, contingent upon approval by the
Compensation Committee of the Board of Directors. The option price of the award
is the market price of Digex, Inc. common stock on the date that the grant
is approved.
Vesting of the award will begin with the approval of the grant and will
continue over a four-year period. 25% of the shares covered by the options
will vest one year following the date of grant. The balance of the shares will
vest in equal quarterly installments over the next three years so long as you
continue to be employed by Digex. Additionally, upon a change in control of
the company, this grant will fully vest one year following such change.
Details were provided in your Grant Agreement upon approval by the Board of
Directors. The option is issued pursuant to the Company's long term
Incentive Plan and will be subject to all the terms and conditionals of that
plan.
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JULY 31, 2000
MS. LEMIS ALTAN
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BENEFITS
As an employee of Digex you are entitled to all employee benefits: Medical
insurance, medical and prescription drug card, dental insurance, short and
long-term disability, life insurance, 401(k) plan, educational reimbursement,
holidays, sick leave, vacation time, military leave, bereavement leave, voting
time off and jury duty leave. Your medical benefits will be effective the
first day of the month following your start of employment. An outline of these
benefits is attached. Should you have any benefit questions, please contact
Ms. Jamie Starr, Benefits Manager, (240)264-2491.
As you know, in the ordinary course of business, pay and benefits plans evolve
as laws, employee, and / or business need change. If, in the future, it
becomes necessary to change any of the benefit or compensation plans currently
in effect, these changes will apply to you as they do to other eligible
employees. Furthermore, while this letter is our commitment to employ you in
the previously mentioned position, it does not constitute a contract for a
specific length of employment.
Kindly acknowledge the accuracy of this letter by signing and dating the
enclosed copy of this letter and returning it, hard copy or fax 204-264-2666 to
Human Resources at your earliest convenience.
If you have any questions or need additional information, please feel free to
call David Gay, Director Employment, at (240) 264-4712 or fax at (240)
264-2666. I wish you success in the continuation of your career with Digex.
Sincerely yours,
/s/ MARK SHULL
Mark Shull
CEO & President of Digex, Inc.
Encl.
/s/ LEMIS ALTAN 8/01/00
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Accepted: Lemis Altan Date:
