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CEO Employment Offer Letter Agreement - Paul Sagan

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January 4, 2005


Mr. Paul Sagan [address]


Re: Employment Agreement


Dear Paul:


On behalf of Akamai Technologies, Inc. (the "Company"), this letter sets forth the terms of your full-time employment as Chief Executive Officer ("CEO") and President effective April 1, 2005 ("Offer Letter ").


1. Title and Duties.


Beginning April 1, 2005, you shall serve as CEO and President of the Company and shall have all powers and duties consistent with this position, reporting to and subject to the direction and control of the Company's Executive Chairman of the Board ("Executive Chair") and the Board of Directors ("Board"). You shall perform such other duties and responsibilities on behalf of the Company as may reasonably be assigned from time to time by the Executive Chair and/or Board consistent with the position of CEO and President. In no way limiting the foregoing, you will be responsible for the management and operational success of the Company, including responsibility for the Company's operating results, particularly its quarterly and financial objectives, efficiency and effectiveness of the Company's management and business planning process, positioning the Company to achieve its goals for profitable growth, and compliance with applicable laws and regulatory requirements.


You will lead the development and implementation of Akamai's strategic plan; monitor continuous improvement in the Platform and in the effectiveness of Marketing and Sales/Services, while ensuring the effective interrelationship among Platform, Product Management and Sales/Services; oversee the strengthening of the Company's internal controls over financial reporting and disclosure controls and procedures; the effective implementation of personnel leadership development, succession planning, and other Human Resources initiatives; and oversee the Company's major litigation and any M&A activities.


Your direct reports initially will include all members of the Office of the CEO, including the Chief Financial Officer, Executive Vice President of Sales and Services, Executive Vice President of Platform, Chief Marketing Officer, Chief Scientist, Chief Technology Officer, General Counsel, Vice President of Human Resources, and Senior Director of Business Development. You also shall be a frequent public representative of the Company to investors, and prospective and existing customers and partners. 2. Base Salary.


Effective January 4, 2005, your base salary shall be at the annualized rate of $400,000 per year ($33,333 per month). Your salary shall be subject to review annually by the Compensation Committee after consideration of an assessment of your performance by the Nominating and Governance Committee and recommendations by the Executive Chair.


3. Incentive Bonus.


You will be eligible for an incentive bonus in any year that the Company provides an incentive bonus plan for the senior executive team. If the Board approves a senior executive bonus plan for fiscal year 2005, you will be eligible for an incentive bonus award up to 100% of your annualized base salary. The bonus award, if any, will be based on achievement of the individual and corporate performance goals established by the Compensation Committee for you and for the Company for fiscal year 2005. The bonus award, if any, will be paid based on achievement of those goals, as determined by the Compensation Committee after consideration of an assessment of your performance by the Nominating and Governance Committee and recommendations by the Executive Chair. Except as described in paragraph 5 below, you must be an active employee of the Company on the date that incentive bonuses for fiscal year 2005 are distributed in order to be eligible for an incentive bonus award.


4. Long Term Incentive Compensation.


Effective January 4, 2005, pursuant to the Company's Second Amended and Restated 1998 Stock Incentive Plan, as amended ("Plan"), and subject to the approval of the Compensation Committee, the Company will grant to you an option to purchase two hundred fifty thousand (250,000) shares of common stock of the Company at a purchase price equal to the fair market value on January 4, 2005 ("Option"). The Option shall be subject to the terms of an Incentive Stock Option Agreement Granted Under The Second Amended and Restated 1998 Stock Incentive Plan, as amended ("Initial Option Agreement")(including, but not limited to, the vesting and accelerated vesting provisions), the Plan, and this Offer Letter.


In addition, you will be eligible to participate in any long-term incentive plan for senior executives that the Board may adopt in mid-2005 pursuant to the eligibility, terms and conditions of any such plan. If such a plan is not adopted, or if it does not include the CEO, then the Compensation Committee will consider an additional stock option grant to you of an additional two hundred fifty thousand (250,000) shares of common stock of the Company at a purchase price equal to the fair market value on the date of such grant ("Additional Option"). The determination of the Compensation Committee as to whether to grant you the Additional Option shall be made after consideration of an assessment of your performance by the Nominating and Governance Committee and the recommendations of the Executive Chair. The Additional Option shall be subject to the terms of an Option Agreement ("Additional Option Agreement") (including, but not limited to, the vesting and accelerated vesting provisions), the Plan, and this Offer Letter.


Your eligibility to par
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