{"id":38899,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-akamai-technologies-inc-and-michael-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-akamai-technologies-inc-and-michael-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-akamai-technologies-inc-and-michael-a.html","title":{"rendered":"Employment Agreement &#8211; Akamai Technologies Inc. and Michael A. Ruffolo"},"content":{"rendered":"<pre>                     [Akamai Technologies, Inc. Letterhead]\n\n\nJuly 24, 2001\n\nMr. Michael A. Ruffolo\n[address]\n\nDear Mike:\n\nOn behalf of Akamai Technologies, Inc. (the \"Company\"), I am pleased to offer\nyou the position as Executive Vice President &amp; Chief Marketing Officer for\nAkamai, reporting to me in my capacity as Chairman and Chief Executive Officer.\n\nYour base salary will be $15,384.62 bi-weekly ($400,000 on an annualized basis).\nYou will be eligible to receive a performance-based incentive bonus of $100,000\nannually pro-rated during your first year of employment based on your employment\ndate. The bonus will be earned based on the achievement of performance\nobjectives to be established after you join Akamai. The bonus is payable in\ncash, stock options, restricted stock, stock, or any combination of the\nforegoing, at the discretion of the company. Bonuses for the year ending 2001\nwill be paid in early February 2002. You must be in the employment of the\nCompany at the time the bonus is paid to be eligible to receive the bonus. Your\nsalary and incentive shall be subject to review periodically based upon my\nrecommendation and the approval of the Board of Directors of Akamai.\n\nIn addition, you will be eligible to receive a one-time $250,000 cash equivalent\nsigning bonus in the form of discounted stock options on your date of\nemployment. The option will be granted on your date of employment at 20% of the\nfair market value (closing price) of the company's common stock. Fifty percent\n(50%) of the discounted options will vest 90 days after grant; the balance of\nthe grant will vest 180 days after grant. The options will carry a ten-year\nlife. As an example, if the closing price of the stock on the date of grant were\n$8.00 per share, you would receive 39,063 shares of Akamai stock at 1.60 per\nshare.\n\nAs part of this employment offer, the Company will recommend to the Akamai Board\nof Directors that you be granted a stock option under the Company's 1998 Stock\nIncentive Plan (the \"Plan\") for the purchase of an aggregate of 500,000 shares\nof Common Stock of the Company (the \"Initial Grant\"), at an option price equal\nto the fair market value of the Common Stock as determined by the Board on the\ndate the Board of Directors approves your stock option. Your options will be\ngranted by the Board of Directors on your date of employment. The first 25\npercent of the options will vest on the first anniversary of your first grant\ndate. An additional 6.25% of the original number of shares will vest at the end\nof each successive full three-month period following the first anniversary of\nthe Grant Date until the fourth anniversary of the Grant Date. Subject to Board\napproval, your option will be evidenced by a separate option agreement embodying\nthese terms. You will also be eligible to receive such future stock\n\noption grants, as the Board of Directors shall from time to time deem\nappropriate. In the event of a Change in Control, as defined in the Plan, the\nnumber of Shares as to which your option has vested shall be calculated as\nthough the Grant Date were the date that is one year prior to the Grant Date.\n\nYou will be eligible to participate in the Employee Stock Purchase Program\nbeginning in the December 2001 offering period. This plan allows you to\ncontribute between 1% and 10% of your salary through regular payroll deductions.\nThe Akamai plan provides for a two-year offering period, that includes four,\nsix-month purchase periods. At the end of each six-month purchase period, the\nmoney that has been deducted will be used to purchase shares of Akamai common\nstock at 85% of the closing price of the Common Stock at the beginning of the\noffer period or end of the purchase period, whichever is lower.\n\nYou will be eligible for health insurance, dental insurance, life insurance, and\nshort\/long term disability coverage and other benefits that are and may become\navailable generally to employees of the Company. You will also be eligible to\ncontribute to the Akamai Technologies, Inc. 401(k) Plan immediately upon\nemployment.\n\nYou will be eligible for a maximum of three weeks of vacation per year. The\nnumber of vacation days for which you are eligible in each year shall accrue at\nthe rate of 1.25 days per month that you are employed during such year. Akamai\nalso observes ten holidays each year. This year eight of the holidays are\nscheduled days, while two holidays are floating days.\n\nPrior to the commencement of your employment, you will be required to execute a\nNon-Competition, Non-Solicitation, Proprietary and Confidential Information and\nDevelopments Agreement.\n\nYou represent that you are not bound by any employment contract, restrictive\ncovenant or other restriction preventing you from entering into this agreement\nor carrying out your responsibilities for the Company as contemplated hereby, or\nwhich is in any way inconsistent with any of the terms hereof. This letter is\nnot to be construed as an agreement, either expressed or implied, to employ you\nfor any stated term. Akamai Technologies is an at will employer.\n\nThis employment offer from Akamai Technologies is contingent upon your\nsubmitting an I-9 Employment Eligibility Verification Form acceptable to Akamai\nTechnologies, Inc. on your date of employment. YOU MUST BE PREPARED TO OFFER\nPROOF OF YOUR EMPLOYABILITY IN THE UNITED STATES IN ACCORDANCE WITH THE\nREQUIREMENTS LISTED ON THE I-9 FORM ON YOUR FIRST DAY OF EMPLOYMENT. YOU WILL\nNOT BE PLACED ON THE AKAMAI PAYROLL AS AN ACTIVE EMPLOYEE UNTIL YOU HAVE\nPROVIDED THIS DOCUMENTATION.\n\nPlease accept Akamai's offer of employment by signing the enclosed copy of this\nletter and the agreements attached and returning all documents to STEVE\nHEINRICH, AKAMAI TECHNOLOGIES,\n\n500 TECHNOLOGY, 5TH FLOOR, CAMBRIDGE, MA, 02139. We would appreciate your\ndecision by the close of business on Monday, July 30, 2001.\n\nOn behalf of the entire management team, I am delighted that you will be joining\nAkamai in this critical assignment. We believe you can make a tremendous\ncontribution to the company at this critical juncture in Akamai's history. Your\nrecent experiences at EMC, Xerox, and NCR will be a tremendous asset to you in\nthis new and challenging position. We look forward to your joining Akamai on\nMonday, August 13, 2001\n\nSincerely,\n\nAKAMAI TECHNOLOGIES, INC.\n\n\/s\/ George H. Conrades\n\nGeorge H. Conrades\nChairman and Chief Executive Officer\n\n\nI hereby accept employment with Akamai Technologies, Inc.\n\n\/s\/ Michael A. Ruffolo                 7\/24\/2001\n------------------------             -------------\nMichael A. Ruffolo                   Date\n\n                     [Akamai Technologies, Inc. Letterhead]\n\nJuly 27, 2001\n\nMr. Michael A. Ruffolo\n[address]\n\nDear Mike:\n\nThis letter is an addendum to your Employment Offer Letter dated July 24, 2001.\nAll of the original terms of the July 24, 2001, remain in effect. This letter\nserves as an addition to the terms of that letter.\n\nIn the event that Akamai terminates your employment for reasons other than cause\nduring the first three years of your employment, you would be eligible for\nseverance on the following terms, provided you sign a separation agreement\nacceptable to Akamai that includes, among other things, a full release, a\none-year non-competition clause, a future cooperation clause, and a\nnon-disparagement clause:\n\n      If the company terminates your employment during the first three years of\n      your employment for reasons other than for cause, Akamai will pay you an\n      amount equal to one year of your then-base salary. The company will make\n      an additional one-time lump sum, taxable payment to you equal to one\n      year's worth of the company's current contribution to the medical and\n      dental plan. You may use that money to cover the costs of medical and\n      dental coverage under COBRA. In addition, Akamai will vest your options as\n      follows:\n\n            If the company terminates your employment in year one, Akamai will\n            vest the first year of the Initial Grant (i.e., any options from the\n            Initial Grant that would have vested in the first twelve months), so\n            that you will leave the company with 25% of your Initial Grant\n            vested plus 100% of the discounted options that you are being\n            granted as a signing bonus.\n\n            If the company terminates your employment in year two, Akamai will\n            vest the second year of the Initial Grant (i.e., any options from\n            the Initial Grant that would have vested in the second twelve months\n            of your employment that were not already vested as of the\n            termination date). This would mean that you would leave the company\n            50% of your Initial Grant vested.\n\n            If the company terminates your employment in year three, Akamai will\n            vest the third year of the Initial Grant (i.e., any options that\n            would have vested in the third year of your employment that were not\n            already vested as of the termination date), so that you will leave\n            the company with 75% of your Initial Grant vested.\n\n      If the company terminates your employment for any reason after the\n      completion of your third year of employment, you will be treated under the\n      Akamai policy then in effect for other senior executives who leave the\n      company involuntarily.\n\nIn the event that there is a Change in Control, as that term is defined in the\nPlan, and within the first ninety (90) days the surviving entity fails to offer\nto employ you in a position with responsibilities that are commensurate (but not\nnecessarily identical) with your responsibilities at Akamai, and as a result\nyour employment terminates voluntarily or involuntarily, you will receive an\namount equal to one year of your then-base salary. Whether you have been offered\na position with commensurate responsibilities is to be determined without regard\nto the title or reporting relationship of the new position.\n\nSincerely,\n\nAKAMAI TECHNOLOGIES, INC.\n\n\/s\/ George H. Conrades\n\nGeorge H. Conrades\nChairman and Chief Executive Officer\n\n\nI hereby accept employment with Akamai Technologies, Inc.\n\n\n\/s\/ Michael A. Ruffolo                 7\/27\/2001\n------------------------             -------------\nMichael A. Ruffolo                   Date\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6606],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-38899","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-akamai-technologies-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38899","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38899"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38899"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38899"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38899"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}