Amendment to Stock Option Agreement between Xpedior Incorporated and Peter T. Dameris

Summary

This amendment, effective July 21, 2000, is between Xpedior Incorporated and employee Peter T. Dameris. It modifies their existing stock option agreement by extending the period during which Mr. Dameris can become fully vested in his stock options if his employment is involuntarily terminated without cause or for good reason following a corporate change or change of control. The vesting period is extended from one year to twenty-six months. All other terms of the original agreement remain unchanged.

EX-10.21 20 0020.txt AMENDMENT TO STOCK OPTION AGREEMENT Exhibit 10.21 Amendment to Stock Option Agreement Xpedior Stock Incentive Plan THIS AMENDMENT (the "Amendment") is entered into by and between Peter T. Dameris ("Employee") and Xpedior Incorporated, a Delaware corporation (the "Company"), effective as of July 21, 2000 (the "Effective Date"). WHEREAS, Employee and Company are parties to that certain nonstatutory stock option agreement dated August 12, 1999 (the "Option Agreement"), evidencing a grant of an option (the "Option") to purchase shares of common stock of the Company pursuant to the Xpedior Stock Incentive Plan (the "Plan"); and WHEREAS, effective as of June 15, 2000, a Corporate Change and a Change of Control (each as defined in the Plan) occurred by reason of the merger of PSINet Consulting Solutions Holdings, Inc. (formerly Metamor Worldwide, Inc.) with and into a subsidiary of PSINet Inc.; and WHEREAS, Company and Employee now desire to amend the Option Agreement to extend the period of time following such Corporate Change or Change of Control during which an involuntary termination of Employee's employment without Cause (as defined in the Plan) or a termination of Employee's employment for Good Reason (as defined in the Plan) will cause Employee to be 100% vested in the Option pursuant to Section 4.4 of the Option Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual benefits to the parties arising out of this Amendment, the receipt and sufficiency of which are hereby acknowledged by the parties, Company and Employee agree that the Option Agreement shall be amended as follows: 1. Section 4.4 of the Option Agreement shall be amended by (i) substituting "twenty-six months" for "one year" in Subsection 4.4.1 of such Section and (ii) substituting "twenty-six months" for "one year" in Subsection 4.4.1 of such Section. 2. As amended hereby, the Option Agreement is ratified and affirmed. Executed this _____ day of _____________, 2000, to be effective as of the Effective Date. Xpedior Incorporated By: /s/ -------------------------- Title: ------------------------ Employee /s/ Peter T. Dameris ------------------------------ Peter T. Dameris