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Ruffolo Separation Agreement

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EXHIBIT 10.28


March 15, 2004


Mr. Michael Ruffolo


[address]


Dear Mike:


As we have discussed, I have determined that it is best for us to separate at this time. I want to thank you for your efforts since 2001 to help me to restructure Akamai and to help put the company on its path toward profitability and continuing success. Despite the current differences between us, I want to wish you personal success wherever your endeavors may lead.


In connection with your separation from employment with Akamai Technologies, Inc. ("Akamai" or the "Company") on April 9, 2004, you are eligible to receive the benefits described in this Agreement (the "Agreement") if you sign and return this Agreement to Tiffany Mosher-Taylor, Vice President of Human Resources, by April 6, 2004 and do not rescind it within the seven-day rescission period described below.


1. SEPARATION OF EMPLOYMENT. You acknowledge that your employment with Akamai will terminate effective April 9, 2004 (the "Separation Date"). From and after the Separation Date, you shall have no authority, and shall not represent yourself, as an employee or agent of Akamai.


2. DESCRIPTION OF ADDITIONAL BENEFITS. In consideration for the undertakings, transactions, and considerations recited in this Agreement, within 10 days after this Agreement becomes binding upon you ("Payment Date"), Akamai agrees to provide you with the following:


(i) A lump sum payment of Four Hundred Thousand Dollars and Zero Cents
($400,000.00) less all applicable federal, state, local and other
employment-related taxes, deductions, and withholdings, in accordance with
the Company's normal payroll practices, which sum represents one year of
base pay (the "Severance Pay").


(ii) Pursuant to the Restricted Stock Agreement Under Second Amended and
Restated 1998 Stock Incentive Plan entered into on November 14, 2002, the
Company agrees to authorize the accelerated vesting of your 175,000 shares
of restricted stock as of April 9, 2004; and


(iii) A lump sum cash payment of Seven Thousand Seventy-Seven Dollars and
Zero Cents ($7,077.00), less all applicable federal, state, local and
other employment-related taxes, deductions, and withholdings, in
accordance with the Company's normal payroll practices, which sum
represents an amount equal to one year's worth of the Company's current
contribution to your medical and dental plan. You may use this money to
cover the costs of medical and dental coverage under Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"). This payment shall be in lieu
of reimbursement by the Company of part or all of the costs to continue
your medical and dental coverage pursuant to COBRA. Upon timely completion
of the forms required by COBRA, you may continue, at your sole expense,
your medical and dental insurance coverage after the Separation Date to
the extent permitted by COBRA. The COBRA "qualifying event" shall be
deemed to be the Separation Date. Separation Letter for Mike Ruffolo March 15, 2004 Page 2


(iv) The Company agrees that it will instruct the Chairman and CEO,
Members of the Office of the CEO, the Board of Directors, and the Vice
President of Human Resources to describe your separation in accordance
with a mutually agreed statement.


You acknowledge and agree that the benefits described in this Section 2 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 Agreement, (ii) wages owed for work performed up to the Separation Date, (iii) payment of accrued and unused vacation time, (iv) expense reimbursement for previously submitted expenses in accordance with Akamai's expense reimbursement policies, and (v) a refund, if one is due, of your current participation in the Employee Stock Purchase Plan ("ESPP") (if you are currently enrolled in the ESPP, your participation in the plan will end on your termination date) 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. STOCK OPTIONS. You agree that, effective as of the close of business on April 9, 2004, you will forfeit, and the Company will cancel, the incentive stock option to purchase 323,438 shares of the Company's Common Stock, with a strike price of $3.71 per share, that you were granted on May 15, 2001 and as evidenced by an Incentive Stock Option Agreement Granted Under 1998 Stock Incentive Plan. The Company and you agree that this paragraph shall have no affect on your remaining option to purchase 251,562 shares of Common Stock of the Company in which you have vested. Pursuant to the Company's 1998 Stock Incentive Plan, you will have up to three months after the Separation Date to exercise your stock rights. Except as described in Section 2(ii) above, all unvested stock rights will be cancelled on the Separation Date.


4. RETURN OF COMPANY PROPERTY. You confirm that, as of the Separation Date, you will have returned to Akamai all Akamai records and documents (and any copies thereof), all keys, files, equipment belonging to the Company (including, but not limited to, computer hardware, software and printers, wireless handheld devices, pagers, etc.), Company identification, and any other Company-owned property in your possession or control and have left intact all electronic Company documents, including but not limited to those which you developed or helped to develop during your employment. You further confirm that you will have cancelled all accounts for your benefit, if any, in the Company's name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts. Moreover, you agree that you will not, without Akamai's express authorization, access, attempt to access or otherwise interfere with Akamai's electronic information systems, including but not limited to Akamai's computer, voice mail, or e-mail systems.


5. BUSINESS EXPENSES AND COMPENSATION. You acknowledge that the Company has reimbursed you for all costs and business expenses incurred in conjunction with the performance of your employment and that no other reimbursements are owed to you. You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company and that no other compensation is owed to you.


6. MUTUAL NON-DISPARAGEMENT. To the extent permitted by law, you understand and agree that, as a condition for payment to you of the consideration herein described, you shall not make any false, disparaging or derogatory statements to anyone, including but not limited to any media outlet, industry group, financial institution, current or former employee, consultant, client or customer of the Company, regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company's business affairs and financial condition, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of Akamai, and you will not engage in any conduct which is intended to harm professionally or personally the Separation Letter for Mike Ruffolo March 15, 2004 Page 3


reputation of Akamai (including its officers, d
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