Employment Offer Letter for Chief Financial Officer Position – Digex and T. Scott Zimmerman

Summary

This letter confirms the promotion of T. Scott Zimmerman to Chief Financial Officer at Digex, effective July 1, 2002, with an annual base salary of $200,000. Zimmerman is eligible for a management incentive bonus of up to 60% of his base salary, subject to company performance and program availability. If terminated without cause, he will receive 12 months of base pay and continued medical and dental benefits for up to one year or until he secures similar coverage elsewhere. The letter outlines the definition of 'cause' for termination.

EX-10.2 4 dex102.txt T. SCOTT ZIMMERMAN EMPLOYMENT LETTER Exhibit 10.2 June 25, 2002 Scott Zimmerman ***** Hoover Farm Drive Laytonsville, MD 20882 Dear Scott, Congratulations on your promotion to Chief Financial Officer reporting to George Kerns, CEO of Digex. This is a well deserved promotion and your continued strong performance is critical to the on-going success of Digex. This letter outlines the specifics of your compensation as CFO. Base Salary Your annual base salary increases to $200,000 effective July 1, 2002. This is a 10.5% increase from your current base salary. Executive Compensation Plan You will be eligible to participate in our management incentive compensation plan. In this position, you will be eligible for a bonus of up to 60% of your base salary. This bonus is evaluated and paid on an annual basis. This incentive opportunity is contingent upon the achievement of corporate objectives as determined by your departmental management. As you know this program has been suspended for 2002 and there is no guarantee of the bonus level moving forward. Severance Upon termination for reason other than "cause", you will be entitled to receive the equivalent amount of your base pay for a 12-month period. Medical and dental benefits will continue until the earlier of one year or until substantially similar coverage is obtained with another employer. Cause shall be defined as your (i) willful and continued failure to substantially perform duties reasonably assigned consistent with your position as Chief Financial Officer (other than any failures resulting from physical or mental illness or death); (ii) continuing failure to perform or discharge the duties of Chief Financial Officer assigned to you by the Chief Executive Officer, if such failure to perform or discharge your duties continues for a period of thirty (30) days after written notice to you detailing such failure; or (iii) conviction of a felony that adversely affects the business and/or reputation of Digex. Congratulations and continued success as Chief Financial Officer. Sincerely, /s/ HOWARD WEIZMANN Howie Weizmann SVP, Human Resources cc: George Kerns Encl. /s/ T. SCOTT ZIMMERMAN 6/25/2002 - ----------------------------- ----------- Accepted: Scott Zimmerman Date