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Severance Agreement

This is an actual contract by Akamai.

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Sectors: Computer Software and Services, Internet
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: March 26, 1999
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Severance Agreement



AGREEMENT, made this 26th day of March, 1999, by and between George Conrades ("Executive") and Akamai Technologies, Inc. (the "Company").



WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders for the Company to agree to provide benefits under circumstances described below to the Executive in connection with his employment by the Company and due to his responsibility for the policy-making functions of the Company; and



WHEREAS, the Executive has entered into a Non-Competition Agreement under which he has agreed to not compete with the Company for the one-year period following the termination of his employment with the Company.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:



1. If, within 24 months following a "Change of Control" (as defined in paragraph 2 below), Executive's employment with the Company terminates for any reason, either voluntary or involuntary, other than for death or total disability and other than for "Cause" (as defined in paragraph 3 below):



(a) the Company will pay to Executive within 30 days of such

termination of employment a lump-sum cash payment equal to 299% of his

average annual base salary and bonus for the most recent three calendar

years ended before the Change of Control (or for such shorter portion

of that period as Executive performed services for the Company); and



(b) Executive, together with his dependents, will continue

following such termination of employment to participate fully in all

accident and health plans maintained or sponsored by the Company

immediately prior to the Change of Control, or receive substantially

the equivalent coverage (or the full value thereof in cash) from the

Company, until the first anniversary of such termination; and



(c) the Company will promptly reimburse Executive for any and

all legal fees and expenses incurred by him to enforce the provisions

of this Agreement.



2. A Change of Control will occur for purposes of this Agreement if there occurs a "Sale" as defined in the Stock Restriction Agreement dated as of the date hereof between the Executive and the Company (the "Stock Restriction Agreement").





3. "Cause" shall have the meaning ascribed to it in the Stock Restriction Agreement.



4. If there has been a termination to which paragraph 1 applies, and the Company and Executive agree that Executive shall provide post-termination consulting or other services to the Company, the Company shall be entitled to reduce its payment for such post-termination consulting or other services to the extent of the payment made by it pursuant to paragraph 1. This paragraph 4 shall not obligate either the Company or Executive to agree to Executive's provision of post-termination services.



5. In the case of any dispute under this Agreement, Executive may initiate binding arbitration in Boston, Massachusetts, before the American Arbitration Association by serving a notice to arbitrate upon the Company or, at Executive's election, institute judicial proceedings, in either case within 90 days of the effective date of his termination or, if later, his receipt of notic
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