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Exhibit 10.1
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July 27, 2000
Mr. Steven B. Kaufman
116 E. Emerson Road
Lexington, MA 02420
Dear Steve:
In addition to your offer letter Avici will offer the following terms:
If you are terminated without cause, or have a significant reduction in
responsibility, position, or compensation, you will receive a) accelerated
vesting of 75,000 shares of the option granted (Grant 3) of Avici Common Stock
at the exercise price of $31 per share and b) twelve-month continuation of base
salary and benefits to be paid out in accordance with Avici's payroll cycle.
In the event of a change of control of Avici, you will receive accelerated
vesting of 50% of all remaining unvested options. Further, if due to a Change
of Control, you are terminated without cause or have a significant reduction in
responsibility, position, or compensation, all remaining unvested options would
become fully vested.
If you should die or become permanently physically disabled to an extent where
you are unable to perform you duties, all granted options will vested upon such
an event.
Steve, once again we look forward to joining Avici.
Sincerely,
/s/ Surya Panditi
Surya Panditi
President and CEO
Avici Systems, Inc.
