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Akamai Technologies, Inc. Executive Severance Pay Plan

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Exhibit 10.34



Effective July 18, 2006

As amended on May 9, 2008 and December 16, 2008 1. Establishment of the Plan . Akamai Technologies, Inc. (referred to herein collectively with its United States subsidiaries as " Akamai" or the " Company" ) hereby establishes an unfunded " Executive Severance Pay Plan" (the " Plan" ) which is intended to be a welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ). The Plan is in effect for Akamai executives who are members of the Office of the CEO (or its successor group), excluding the Chief Executive Officer and the Executive Chairman (" Executives" ), at the time that they are terminated.

2. Purpose . The Plan is for the purpose of assisting Executives of Akamai who are involuntarily terminated for reasons other than " cause" and to resolve fully and finally all potential issues arising out of their employment. This Plan supersedes the provisions of any other agreement(s) an Executive may have regarding payments to be made upon termination of employment, including but not limited to, the acceleration of stock options and/or any lump sum payment an Executive may receive in the event of termination following a Change of Control, as that term is defined in such agreement(s); provided, however, that this Plan shall not be deemed to terminate or replace, but shall be deemed to supplement, (a) provisions in restricted stock unit agreements entered into with Executives that relate to the effect of a termination of employment or (b) provisions in stock option agreements or the Company' s Stock Incentive Plans that that provide for the automatic acceleration of vesting of options upon a Change in Control Event. This Plan is intended to operate and provide benefits in conjunction with the Change of Control benefits for Executives approved by the Company' s Board of Directors on July 18, 2006. An amendment to the Plan to add clause (l) to Section 4 was approved by the Compensation Committee of the Company' s Board of Directors on May 9, 2008.

3. Definition of Termination for Cause . For the purposes of this Plan, " Cause" is defined as (i) any act or omission by an Executive which has an adverse effect on Akamai' s business or on the Executive' s ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (ii) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism, or (iii) refusal or failure to comply with Akamai' s Code of Business Ethics. Whether an Executive has been terminated for " cause" shall be determined in the sole discretion of the Plan Administrator after consultation with appropriate members of Akamai' s management.

4. Eligibility . Eligibility to participate in the Plan, which is to be determined in the sole discretion of the Plan Administrator, is limited to regular full-time Executives who are involuntarily terminated by Akamai or any of its United States based subsidiaries on or after July 18, 2006 and who have signed a separation agreement acceptable to and provided by the Company that contains, among other provisions, a full release of claims and, where permitted by applicable law, an agreement not to compete with the Company for one year following such termination, in such forms and within such times as may be reasonably determined by the Company.

The following are NOT eligible for severance pay under this Plan:

(a) an Executive who resigns voluntarily, including but not limited to an Executive who is offered an employment opportunity with any purchaser or other successor of Akamai, its business operations or any part thereof (regardless of whether or not such employment opportunity is accepted);

(b) an Executive who fails to continue in the employ of Akamai, satisfactorily performing his or her assigned duties, until the date actually set for his or her involuntary termination;

(c) an Executive who does not sign and return a separation agreement acceptable to and provided by the Company that contains, among other things, a release (the " Release" ) in accordance with Section 5 below; (d) an Executive who fails to return all of Akamai' s property in his or her possession or under his or her control, including, but not limited to, intellectual property and other confidential information;

(e) an Executive who, despite Akamai' s request, fails to execute any documents evidencing Akamai' s interest in and to any intellectual property;

(f) an Executive who is not employed on the United States payroll of the Company or any of its U.S.-based subsidiaries;

(g) an Executive who is not a member of the Office of the CEO (or its successor group);

(h) the Chief Executive Officer;

(i) the Executive Chairman;

(j) an Executive who becomes totally disabled or dies prior to the date set for his or her involuntary termination by Akamai; and

(k) an Executive who is terminated for " Cause" ; and (l) an Executive who, pursuant to a change of control agreement with the Company, receives severance pay and/or benefits upon a Change of Control Event, as that term is defined in Section 9(c)(1)(b) of the Akamai Technologies, Inc. 2006 Stock Incentive Plan.

5. Severance Pay and Benefits . Any Executive terminated for any reason other than " Cause" as defined above shall be entitled to the following severance pay benefits, all of which shall be paid less applicable withholdings for taxes and other deductions required by law:

(a) A lump sum payment equal to one year of the Executive' s then-current base salary. (b) A lump sum payment equal to the annual incentive bonus at target that would have been payable to the Executive under the Company' s then-current Executive Bonus Plan, if any, in the year of the Executive' s termination had both the Company and the Executive achieved the target bonus objectives set forth in such Executive' s Bonus Plan during such year. (c) Reimbursement for up to 12 months of the amount paid by the Executive for continued health and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA). In order to receive this benefit, the Executive must timely elect COBRA continuation coverage in accordance with the Company' s usual COBRA procedures.


All payments and benefits under this Section 5 are conditioned upon the Executive' s satisfaction of all eligibility requirements under this Plan, including but not limited to, the execution of a separation agreement acceptable to and provided by the Company that contains, among other provisions, a full release of claims and, where permitted by applicable law, an agreement not to compete with the Company for one year following the Executive' s termination. The payments and benefits described in Sections 5(a) and 5(b) shall be provided within sixty (60) days after the Executive' s termination of employment, provided the Executive has executed the separation agreement described herein and such agreement has become enforceable; provided that if such the last day of such sixty day period occurs in the calendar year after the calendar year of termination, the payments and benefits shall be made no earlier than January 1 of such subsequent calendar year

6. Section 409A . The payments under this Plan shall be subject to Appendix A.

7. Funding . All cash payments under the Plan shall be funded solely from Akamai' s general assets.

8. Duration of Plan . The initial term of the Plan shall commence effective July 18, 2006 through December 31, 2006 and shall automatically renew for successive one year periods unless otherwise terminated by the Company. The Plan may be amended or terminated at Akamai' s discretion without prior notice at any time.

9. Plan Administration . The general administration of the Plan herein set forth and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall be the " Administrator" within the meaning of section 3(16) of ERISA and shall have all the responsibilities and duties contained therein. Akamai is the Plan Administrator of the Plan. The Board of Directors of Akamai may delegate to an Administrative Committee the day-to-day operation and administration of the Plan.

The Plan Administrator shall discharge its duties with respect to the Plan solely in the interest of the participants and their beneficiaries, with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like objectives. However, the inclusion of this language in the Plan is for the sole purpose of informing the Plan Administrator of the ap
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