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Continuation of Employment & Retirement Letter

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Sectors: Computer Software and Services, Internet
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: January 01, 2006
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Exhibit 10.35


November 22, 2005


Mr. Robert Cobuzzi [address]


Dear Bob:


Congratulations on your retirement. The purpose of this letter (the "Letter") is to confirm the terms regarding your continued employment with and retirement from Akamai Technologies, Inc. ("Akamai" or the "Company"). As more fully set forth below, Akamai desires to provide you with certain retirement benefits in exchange for certain agreements by you.


1. CONTINUATION OF EMPLOYMENT AND RETIREMENT.


(i) You will remain employed on a full-time basis as Akamai's Chief Financial Officer, and your duties and compensation (including any bonus for which you may be eligible) will remain unchanged, through December 31, 2005. You will retain the title of Chief Financial Officer until such time as the Company completes its full year financial reporting and filing requirements for 2005 (which we anticipate will be completed on or about March 10, 2006); however, as of January 1, 2006, your principle duties will be to complete the Company's full-year financial reporting and filing requirements for 2005, including but not limited to, assisting on a part- to full-time basis, as needed, to finalize and file Akamai's Form 10-K for 2005.


(ii) After such time as the Company completes its full year financial reporting and filing requirements for 2005 you will become a Special Advisor to the Chief Financial Officer, and you agree that you will be available as a consultant to provide advice and counsel regarding financial matters on an as-needed basis, as determined and requested by the CFO. You acknowledge that your employment with Akamai will terminate effective December 31, 2006 (the "Separation Date").


(iii) Notwithstanding the foregoing, Akamai reserves the right to terminate your employment immediately and without notice, and with it any Retirement Benefits (as defined below) to which you are otherwise entitled, at any time before the Separation Date for any of the following reasons: (1) your willful and repeated failure to perform your assigned duties or to comply in any material respect with the reasonable written policies, standards or regulations of the Company; (2) your committing an act of fraud, dishonesty, embezzlement that is materially injurious to the Company, or your conviction of a felony; or (3) your material breach of this Letter or the NDA (as defined below).


2. RETIREMENT BENEFITS. In exchange for the mutual covenants set forth in this Letter, and subject to the conditions set forth herein, including, but not limited to, the conditions set forth in Sections 3 and 5, Akamai agrees to provide you with the following retirement benefits (the "Retirement Benefits"):


You will remain on Akamai's payroll and receive your current base salary
($210,000 on an annualized basis) through the Separation Date. These
payments, less all applicable


November 22, 2005 Page 2


federal, state, local and other employment-related taxes and deductions,
will be made on a bi-weekly basis in accordance with Akamai's usual
payroll practices. In addition, while you remain on Akamai's payroll,
your stock options will continue to vest in accordance with the terms of
the written stock option agreements between you and Akamai, and you will
remain eligible for all Akamai medical, dental and disability insurance
benefits.


You acknowledge and agree that the Retirement Benefits provided in this Letter are not otherwise due or owing to you under any Akamai employment agreement (oral or written) or Akamai policy or practice, and that the Retirement Benefits to be provided to you are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that except for (i) the specific financial consideration set forth in this Letter, (ii) payment of accrued and unused vacation time earned through the Separation Date, (iii) payment of bonuses, if any, earned for fiscal year 2005, and (iv) expense reimbursement for previously submitted expenses in accordance with Akamai's expense reimbursement policies, you are not and shall not in the future be entitled to any other compensation including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, or any other form of compensation or benefit.


3. CONFIDENTIALITY/NON-SOLICITATION/OTHER OBLIGATIONS BY YOU. You
expressly acknowledge and agree to the following:


(i) no later than December 31, 2006, you will have returned to Akamai all Akamai documents (and any copies thereof) and property; you shall abide by the provisions of the Non-Competition, Non-Solicitation, Proprietary and Confidential Information and Developments Agreement that you signed when you began your employment at Akamai (the "NDA," the terms of which shall survive the signing of this Letter);


(ii) for one (1) year immediately following the Separation Date, you shall not, directly or indirectly, solicit, induce or attempt to influence any employee of Akamai to terminate his or her employment with Akamai;


(iii) a breach of this Section 3 shall constitute a material breach of this Letter and, in addition to any other legal or equitable remedy available to Akamai, shall entitle Akamai to recover any monies paid to you under Section 2 of this Letter. You also acknowledge that the provisions of this Section 3 are reasonable and necessary to protect Akamai's business interests, and further that your breach of the covenants set forth in this Section 3 would constitute a material breach of the Letter, that Akamai would suffer substantial irreparable harm and that Akamai would not have an adequate remedy at law for such breach. Therefore, in recognition of these acknowledgements, you agree that in the event of a breach of any of these covenants, in addition to such other remedies as Akamai may have at law, Akamai, without posting any bond, shall be entitled to obtain, and you agree not to oppose, and to waive all defenses to, a request for equitable relief in the form of specific performance or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect Akamai's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach. You further acknowledge and agree to enforcement of these covenants under the laws of and in the Commonwealth of Massachusetts, where Akamai maintains its worldwide headquarters, where all personnel and benefit plans are administered, documents


November 22, 2005 Page 3


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