Employment Agreement - Akamai Technologies Inc. and Robert Cobuzzi
November 7, 2002
Robert Cobuzzi
[address]
Dear Robert:
On behalf of Akamai Technologies, Inc. (referred to in this letter collectively
with its subsidiaries as the "Company"), I am pleased to confirm the offer of
full-time employment with the Company that I made to you for the position of
Chief Financial Officer in our Cambridge office. You will report to me in this
capacity starting on November 11, 2002.
Your base salary will be $7,692.31 bi-weekly ($200,000.00 on an annualized
basis). Beginning in fiscal year 2003 you will also be eligible to receive a
performance-based incentive bonus of $100,000 annually. The bonus will be earned
based on the achievement of profitability and operating targets to be
established after you join the company. Your salary and incentive shall be
subject to review annually.
We would also recommend to the Akamai Board of Directors a grant of 250,000 fair
market value stock options as follows:
* 200,000 fair market value options with Akamai's regular four-year vesting
schedule: 25% after one year, and 6.25% quarterly thereafter.
* 50,000 fair market value options with a four-year cliff vesting. In
addition, these options would become fully vested on the last day of the
first quarter that the Company has Revenue of at least $50,000,000 and a
Gross Profit Percentage of at least sixty-five percent.
All options would be priced to the fair market value of the Common Stock as
determined by the Board on the date the Board of Directors approves the stock
options.
.
You will be eligible to participate in the Employee Stock Purchase Program
beginning in the December 2002 offering period. This plan allows you to
contribute between 1% and 10% of your salary through regular payroll deductions.
The Akamai plan provides for a two-year offering period, that includes four,
six-month purchase periods. At the end of each six-month purchase period, the
money that has been deducted will be used to purchase shares of Akamai common
stock at 85% of the closing price of the Common Stock at the beginning of the
offer period or end of the purchase period, whichever is lower.
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You will be eligible for health insurance, dental insurance, life insurance, and
short/long term disability coverage and other benefits that are and may become
available generally to employees of the Company. You will also be eligible to
contribute to the Akamai Technologies, Inc. 401(k) Plan immediately upon
employment.
You will be eligible for a maximum of three weeks of vacation per year. The
number of vacation days for which you are eligible in each year shall accrue at
the rate of 1.25 days per month that you are employed and working during such
year. Akamai also observes ten holidays each year. This year eight of the
holidays are scheduled days, while two holidays are floating days.
Prior to the commencement of your employment, you will be required to execute a
Non-Competition, Non-Solicitation, Proprietary and Confidential Information and
Developments Agreement. Execution of this agreement is a condition of
employment.
You represent that you are not bound by any employment contract, restrictive
covenant or other restriction preventing you from entering into this agreement
or carrying out your responsibilities for the Company as contemplated hereby, or
which is in any way inconsistent with any of the terms hereof.
Akamai Technologies is an at will employer which means that either you or
Akamai may terminate the employment relationship at any time with or without
notice and with or without cause. This letter is not to be construed as an
agreement, either expressed or implied to employ you for any stated term. No
employee, officer or other representative of Akamai, other than the Chief
Executive Officer, has any authority to enter into any agreement to the
contrary.
In the event that Akamai terminates your employment for reasons other than cause
during the first three years of your employment, you would be eligible for
severance on the following terms, provided you sign a separation agreement
acceptable to Akamai that includes, among other things, a full release, a
one-year non-competition clause, a future cooperation clause, and a
non-disparagement clause:
If the company terminates your employment during the first three years of
your employment for reasons other than cause, Akamai will pay you an amount
equal to one year of your then-base salary. The company will make an
additional one-time lump sum, taxable payment to you equal to one year's
worth of the company's current contribution to the medical and dental plan.
You may use that money to cover the costs of medical and dental coverage
under COBRA. In addition, Akamai will vest your options as follows:
If the company terminates your employment in year one, Akamai will
vest the first year of the Initial Grant (i.e., any options from the
Initial Grant that you would have vested in the first twelve months),
so that you will leave the company with 25% of your Initial Grant
vested.
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If the company terminates your employment in year two, Akamai will
vest the second year of the Initial Grant (i.e., any options from the
Initial Grant that would have vested in the second twelve months of
your employment that you were not already vested as of the termination
date). This would mean that you would leave the company with 50% of
your Initial Grant vested.
If the company terminates your employment in year three, Akamai will
vest the third year of the Initial Grant (i.e., any options that would
have vested in the third year of your employment that were not already
vested as of the termination date), so that you will leave the company
with 75% of your Initial Grant vested.
If the company terminates your employment for ANY reason after the
completion of your third year of employment, you will be treated under the
Akamai policy then in effect for other senior executives who leave the
company involuntarily.
In the event that there is a Change in Control, as that term is defined in the
Plan, and within the first ninety (90) days the surviving entity fails to offer
to employ you in a position with responsibilities that are commensurate (but not
necessarily identical) with your responsibilities at Akamai, and as a result
your employment terminates voluntarily or involuntarily, you will receive an
amount equal to one year of your then-base salary. Whether you have been offered
a position with commensurate responsibilities is to be determined without regard
to the title or reporting relationship of the new position.
This employment offer from Akamai Technologies is contingent upon your
submitting an I-9 Employment Eligibility Verification Form acceptable to Akamai
Technologies, Inc. on your date of employment. YOU MUST BE PREPARED TO OFFER
PROOF OF YOUR EMPLOYABILITY IN THE UNITED STATES IN ACCORDANCE WITH THE
REQUIREMENTS LISTED ON THE I-9 FORM ON YOUR FIRST DAY OF EMPLOYMENT. YOU WILL
NOT BE PLACED ON THE AKAMAI PAYROLL AS AN ACTIVE EMPLOYEE UNTIL YOU HAVE
PROVIDED THIS DOCUMENTATION.
Please accept Akamai's offer of employment by signing the enclosed copy of this
letter and the agreements attached and returning all documents to me. We look
forward to your joining Akamai on November11, 2002.
Sincerely,
AKAMAI TECHNOLOGIES, INC.
/s/ Akamai Technologies, Inc.
George H. Conrades
Chairman & CEO
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Enclosures:
(1) Non-Competition, Non-Solicitation, Proprietary and Confidential Information
and Developments Agreement. - 2 copies
(2) I-9 Employment Eligibility Verification Form
I hereby accept employment with Akamai Technologies, Inc.
/S/ Robert Cobuzzi November 11, 2002
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Robert Cobuzzi Date