Employment Agreement - Akamai Technologies Inc. and George H. Conrades
[Akamai Letterhead]
July 12, 2002
Mr. George H. Conrades
[address]
Re: Employment Agreement
--------------------
Dear George:
On behalf of Akamai Technologies, Inc. (the "Company"), this letter
will set forth the terms of your full-time employment as Chief Executive Officer
and Chairman of the Board of Directors of the Company effective July 12, 2002
(the "Employment Agreement").
1. TITLE AND DUTIES.
During your employment, you shall serve as Chief Executive Officer
("CEO") and Chairman of the Board of Directors of the Company or Chairman of the
Company if the Board of Directors so assigns and shall have all powers and
duties consistent with those positions, reporting to and subject to the
direction and control of the Company's Board of Directors (the "Board"). You
shall perform such other duties and responsibilities on behalf of the Company
(and any of its subsidiaries) as may reasonably be assigned from time to time by
the Board consistent with the positions of CEO and Chairman of the Board. In no
way limiting the foregoing, your duties and responsibilities hereunder shall
include the recruitment and retention of an individual acceptable to the Board,
to serve as your successor to the position of CEO. You shall prepare the
successor CEO to assume the role of CEO of the Company, recommending his or her
candidacy to the Board when in your reasonable judgment he or she is capable of
assuming the position of CEO of the Company.
2. BASE SALARY.
Your base salary shall be at the annualized rate of $20,000 per year
($1,666.66 per month). Your salary shall be subject to review and increase as
determined from time to time by the Board of Directors of the Company.
<PAGE>
George H. Conrades Employment Agreement
July 12, 2002
Page 2 of 3
3. INCENTIVE STOCK OPTION.
Effective July 12, 2002, pursuant to the Company's Second Amended and
Restated 1998 Stock Incentive Plan, as amended (the "Plan"), the Company will
grant to you an option to purchase seven hundred fifty thousand (750,000) shares
of the common stock of the Company at a purchase price equal to the fair market
value on July 12, 2002 (the "Option"). The Option shall be subject to the terms
of the Incentive Stock Option Agreement Granted Under The Second Amended and
Restated 1998 Stock Incentive Plan, as amended (the "Option Agreement")
(including, but not limited to, the vesting and accelerated vesting provisions),
the Plan and the Employment Agreement.
4. SEVERANCE UPON TERMINATION AFTER A CHANGE IN CONTROL EVENT.
If, within twelve (12) months following a Change In Control Event as
defined in the Plan, you terminate your employment for Good Reason as defined in
the Option Agreement or if you terminate your employment for any reason other
than Cause as defined in the Option Agreement, you shall receive accelerated
vesting as set forth in the Option Agreement plus a lump sum payment of one
million dollars ($1,000,000), payable within thirty (30) days of your
termination of employment.
5. EMPLOYEE BENEFITS
You shall be entitled to health insurance, vacation and other employee
benefits provided to senior executives of the Company, so long as and to the
extent any such benefit is provided by the Company and provided you meet any
eligibility requirements to participate. The Company may alter, modify, add to
or delete any employee benefits maintained for its employees generally at any
time, as it, in its sole judgment, determines to be appropriate.
6. INVENTION AND NON-DISCLOSURE AGREEMENT AND NON-COMPETITION AND
NON-SOLICITATION AGREEMENT.
The Invention and Non-Disclosure Agreement dated March 26, 1999 between
you and the Company and the Non-Competition and Non-Solicitation Agreement dated
March 26, 1999 by and between you and the Company shall remain in full force and
effect.
7. NO TERM.
This letter is not to be construed as an agreement expressed or implied
to employ you for any stated term. Either you or the Company may terminate the
employment relationship at any time for any reason.
<PAGE>
George H. Conrades Employment Agreement
July 12, 2002
Page 3 of 3
Please sign below to indicate your acceptance of the terms of this
Employment Agreement.
Very truly yours, AKAMAI
TECHNOLOGIES, INC.
By: /s/ Paul Sagan
-----------------------------
Paul Sagan
President
I accept the terms of this Employment Agreement with Akamai
Technologies, Inc. as set forth herein.
/s/ George Conrades
---------------------------------
George Conrades
Date: July 12, 2002
<PAGE>
EXHIBIT 10.16
[Akamai Letterhead]
July 12, 2002
Mr. George H. Conrades
[address]
Re: Employment Agreement
--------------------
Dear George:
On behalf of Akamai Technologies, Inc. (the "Company"), this letter
will set forth the terms of your full-time employment as Chief Executive Officer
and Chairman of the Board of Directors of the Company effective July 12, 2002
(the "Employment Agreement").
1. TITLE AND DUTIES.
During your employment, you shall serve as Chief Executive Officer
("CEO") and Chairman of the Board of Directors of the Company or Chairman of the
Company if the Board of Directors so assigns and shall have all powers and
duties consistent with those positions, reporting to and subject to the
direction and control of the Company's Board of Directors (the "Board"). You
shall perform such other duties and responsibilities on behalf of the Company
(and any of its subsidiaries) as may reasonably be assigned from time to time by
the Board consistent with the positions of CEO and Chairman of the Board. In no
way limiting the foregoing, your duties and responsibilities hereunder shall
include the recruitment and retention of an individual acceptable to the Board,
to serve as your successor to the position of CEO. You shall prepare the
successor CEO to assume the role of CEO of the Company, recommending his or her
candidacy to the Board when in your reasonable judgment he or she is capable of
assuming the position of CEO of the Company.
2. BASE SALARY.
Your base salary shall be at the annualized rate of $20,000 per year
($1,666.66 per month). Your salary shall be subject to review and increase as
determined from time to time by the Board of Directors of the Company.
<PAGE>
George H. Conrades Employment Agreement
July 12, 2002
Page 2 of 3
3. INCENTIVE STOCK OPTION.
Effective July 12, 2002, pursuant to the Company's Second Amended and
Restated 1998 Stock Incentive Plan, as amended (the "Plan"), the Company will
grant to you an option to purchase seven hundred fifty thousand (750,000) shares
of the common stock of the Company at a purchase price equal to the fair market
value on July 12, 2002 (the "Option"). The Option shall be subject to the terms
of the Incentive Stock Option Agreement Granted Under The Second Amended and
Restated 1998 Stock Incentive Plan, as amended (the "Option Agreement")
(including, but not limited to, the vesting and accelerated vesting provisions),
the Plan and the Employment Agreement.
4. SEVERANCE UPON TERMINATION AFTER A CHANGE IN CONTROL EVENT.
If, within twelve (12) months following a Change In Control Event as
defined in the Plan, you terminate your employment for Good Reason as defined in
the Option Agreement or if you terminate your employment for any reason other
than Cause as defined in the Option Agreement, you shall receive accelerated
vesting as set forth in the Option Agreement plus a lump sum payment of one
million dollars ($1,000,000), payable within thirty (30) days of your
termination of employment.
5. EMPLOYEE BENEFITS
You shall be entitled to health insurance, vacation and other employee
benefits provided to senior executives of the Company, so long as and to the
extent any such benefit is provided by the Company and provided you meet any
eligibility requirements to participate. The Company may alter, modify, add to
or delete any employee benefits maintained for its employees generally at any
time, as it, in its sole judgment, determines to be appropriate.
6. INVENTION AND NON-DISCLOSURE AGREEMENT AND NON-COMPETITION AND
NON-SOLICITATION AGREEMENT.
The Invention and Non-Disclosure Agreement dated March 26, 1999 between
you and the Company and the Non-Competition and Non-Solicitation Agreement dated
March 26, 1999 by and between you and the Company shall remain in full force and
effect.
7. NO TERM.
This letter is not to be construed as an agreement expressed or implied
to employ you for any stated term. Either you or the Company may terminate the
employment relationship at any time for any reason.
<PAGE>
George H. Conrades Employment Agreement
July 12, 2002
Page 3 of 3
Please sign below to indicate your acceptance of the terms of this
Employment Agreement.
Very truly yours, AKAMAI
TECHNOLOGIES, INC.
By: /s/ Paul Sagan
-----------------------------
Paul Sagan
President
I accept the terms of this Employment Agreement with Akamai
Technologies, Inc. as set forth herein.
/s/ George Conrades
---------------------------------
George Conrades
Date: July 12, 2002