Sinternetworking President Employment Agreement

EMPLOYMENT AGREEMENT





This Employment Agreement dated as of October 8th, 1999, is made by and between USinternetworking, Inc., a Delaware corporation (together with any successor thereto, the "Company") and Lance H. Conklin (the "Executive").







A. It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform such services under the terms hereof.



B. The Executive desires to commit himself to serve the Company on the terms herein provided.





NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:







1. Certain Definitions.





(A) "Annual Base Salary" shall have the meaning set forth in Section 4.



(B) "Board" shall mean the Board of Directors of the Company.





(C) The Company shall have "Cause" to terminate the Executive's employment hereunder upon the Executive's:





(I) failure to materially perform his

duties hereunder, other than any such failure resulting from the

Executive's Disability, after notice and reasonable opportunity for

cure, all as reasonably determined by the Board and as set forth in a

detailed written notice that shall be provided to the Executive

promptly following the Board's action,



(II) conviction of a felony; or



(III) fraud or personal dishonesty for

material personal gain involving the Company's assets.



(D) "Change of Control" shall mean, with respect to any Person, the consummation of the first to occur of (i) the sale, lease or other transfer of all or substantially all of the assets of such Person to any person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); (ii) the consummation of a plan relating to the liquidation or dissolu t ion of such Person; (iii) the merger or consolidation of such Person with or into another entity or the merger of another entity into such Person or any subsidiary thereof with the effect that immediately after such transaction the stockholders of such Pe rson immediately prior to such transaction (or their Affiliates) hold less than 50% of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the entity surviving such merger or consolida tion; or (iv) the acquisition by any person or group (other than a stockholder of such Person as of the date of this Agreement) of more than 50% of the voting power of all securities of such Person generally entitled to vote in the election of directors o f such Person.



(E) "Company" shall have the meaning set forth in the preamble hereto.



(F) "Compensation Committee" means the compensation committee of the Board of Directors of the Company.



(G) "Conklin" shall mean Conklin & Conklin, Inc.



(H) "Contract Year" shall mean each twelve month period beginning on the effective date hereof or an annual anniversary thereof.



(I) "Date of Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated pursuant to Section 5(a)(ii) - (vi) the date specified in the Notice of Termination.



(J) "Disability" shall mean the absence of the Executive from the Executive's duties to the Company on a full-time basis for a total of six months during any twelve month period as a result of incapaci ty due to mental or physical illness which is determined to be reasonably likely to extend beyond the completion of the Term by a physician selected by the Company and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).



(K) "Executive" shall have the meaning set forth in the preamble hereto.



(L) The Executive shall have "Good Reason" to terminate his employment in the event that the Company (i) fails to make any payment or provide any benefit hereunder or commits a material breach of this Agreement and does not cure such failure or breach after notice and a reasonable opportunity to cure; or (ii) is in material breach of a post-closing obligation under that certain asset purchase agreement between the Company, Conklin, the Executive, and the other shareholders of Conklin, dated September 20, 1999, including without limitation its obligation to make payments to Conklin in respect of the promissory note issued to Conklin by the Company pursuant to the asset purchase agreement (the "Note"), and such breach has not been cured in accordance with the terms of the asset purchase agreement.



(M) "Note" shall have the meaning set forth in the definition of "Good Reason" set forth above.



(N) "Notice of Termination" shall have the meaning set forth in Section 5(b).







(O) "Payment Period" shall have the meaning set forth in Section 7(a)(i).



(P) "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, or unincorporated organization.



(Q) "Term" shall have the meaning set forth in Section 2.







2. Employment.







The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in this Section 2, in the position set forth in Section 3 and upon the other terms and conditions herein provided. The term of employment under this Agreement (the "Term") shall be for the period beginning on the effective date of this Agreement and ending o n the date twenty-six months from the effective date of this Agreement unless earlier terminated as provided in Section 5. In the event that either party intends to allow this Agreement to expire at the end of the twenty-six month period without renewal or extension hereof, then such party shall provide notice to the other at least six months prior to the expiration date hereof.









3. Position and Duties.





(A) The Executive shall serve as a President and General Man ager of the Company's Lawson Business Unit with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board. The Executive shall devote substantially all his working time and efforts to the busi ness and affairs of the Company. The Executive's principal place of employment shall be at the Company's offices in Milford, Connecticut, but the Executive shall travel as reasonably required by his position.





(B) If elected or appointed thereto, and only for the duration of such elected term or appointment, the Executive shall serve as a director of the Company and any of its subsidiaries and/or in one or more executive offices of any of such subsidiaries, provided that the Executive is indemnified for serving in any and all such capacities on a basis consistent with that provided by the Company to other directors of the Company or similarly situated executive officers of any such sub sidiaries. The Executive shall have the right to decline to serve as director and the right to resign from such position at any time.







4. Compensation and Related Matters.





(A) Annual Base Salary. During the Term the Executive shall receive a base salary at a rate of $200,000 per annum, subject to increase as determined by the Compensation Committee ("Annual Base Salary").



(B) Bonus. For each Contract Year, the Executive shall be entitl ed to receive a bonus of 40% of the Annual Base Salary for such Contract Year if Executive achieves the performance goals set forth in a plan for the Executive for such Contract Year. Such plan will be consistent with the overall plans and objectives f or the Company and will contain financial, employee retention and business development targets as mutually agreed upon by the Executive and the Company. At the sole discretion of the Board or Compensation Committee, the Executive may receive a bonus up to 80% of the Annual Base Salary for such Contract Year.





(C) Benefits. The Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company (including 20 days of vacation plus holidays) now in effect which are applicable to the senior officers of the Company, subject to and on a basis consistent with the terms, conditions and overall administration thereof.





(D) Expenses. The Company shall reimburse t he Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company, in acco ...