RateXchange Corporation Notice of Termination Without Cause and Severance Agreement with Ross Mayfield

Summary

This agreement is between RateXchange Corporation and Ross Mayfield. It notifies Mr. Mayfield of his employment termination without cause, effective August 15, 2000, and outlines severance terms if he accepts by August 18, 2000. The terms include continued salary payments, a lump sum bonus, accelerated stock option vesting, continued benefits, and a transition period. Mr. Mayfield must accept the terms and conditions attached to receive these benefits. Upon signing, he will no longer be President but may refer to himself as a Co-Founder of RateXchange.

EX-10.3 4 0004.txt NOTICE OF TERMINATION WITHOUT CAUSE Exhibit 10.3 RATEXCHANGE August 18, 2000 Via Hand Delivery Ross Mayfield 235 Churchill Avenue Palo Alto, CA 94301 RE: Notice of Termination Without Cause Dear Ross: I write pursuant to the terms in your Employment Agreement ("Agreement"), dated July 2, 1999, between you and RateXchange Corporation (f.n.a. NetAmerica.com Corporation). Specifically, RateXchange Corporation is giving you notice of its intent to terminate your employment without cause, according to Section 3.2 of the Agreement. See Employment Agreement attached hereto as Exhibit A. The effective date of your termination will be Tuesday, August 15, 2000. In consideration of the terms of your Employment Agreement and certain conversation between the two of us regarding terms of a new Employment Agreement, the Company offers you the following Terms of Severance, including applicable effective dates: 1. You will have until August 18, 2000 to sign this document and accept its terms; 2. If you sign this document on or before August 18, 2000, you will receive the following elements of compensation: a. Payment of your present salary, according to the Company's regularly scheduled payroll, based upon your annual salary of $165,000, from August 15, 2000 until February 15, 2001; b. Lump sum payment on February 15, 2001 of your present salary, based upon your annual salary of $165,000, for the term of February 15, 2001 through August 15, 2001; 185 Berry Street, Suite 3515 San Francisco CA 94107 ###-###-#### Fax: 415 ###-###-#### Letter to Ross Mayfield 8/18/00 Page 2 of 2 c. Lump sum payment of your bonus in the amount $50,000, subject to applicable payroll taxes, on the date you sign this document; d. Vesting of your 1999 NetAmerica.com Corporation Incentive Options (ISO) and RateXchange Corporation Non-Qualified Options (NSO) according to the terms of those Plans through February 15, 2001, with the remainder of the options under those Plans vesting on that date. You will have two (2) years from the effective date (August 15, 2000) to exercise your options under the Plans e. Full benefits for you and your family through and including February l5,2001;and f. The ability to propose the text for the formal announcement of your separation from the Company. 3. By signing this document, you will be given, but are not required to accept, a Transition Term to complete your separation from the Company. The Transition Term will end on September 15, 2000. During this Transition Term you will be able to maintain your office in San Francisco. 4. By signing this document, you acknowledge and accept each of the Terms and Conditions set forth in Exhibit B, attached hereto; and 5. Upon signing this document, you will no longer maintain the title of President of RateXchange Corporation, however, you will be able to refer to yourself as a "Co-Founder of RateXchange" without restriction. RATEXCHANGE CORPORATION /s/ Donald Sledge ------------------------------------ Donald Sledge Chief Executive Officer I ACKNOWLEDGE AND ACCEPT THE TERMS OF THIS DOCUMENT, INCLUDING THE EXHIBITS A AND B ATTACHED HERETO. DATE: 8/18/00 By: /s/ Ross Mayfield - ------------------------------------ ------------------------------------ Ross Mayfield Attachments 185 Berry Street, Suite 3515 San Francisco CA 94107 ###-###-#### Fax: 415 ###-###-####