{"id":40444,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-akamai-technologies-inc-and-earl-galleher.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-akamai-technologies-inc-and-earl-galleher","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-akamai-technologies-inc-and-earl-galleher.html","title":{"rendered":"Separation Agreement &#8211; Akamai Technologies Inc. and Earl Galleher"},"content":{"rendered":"<pre>                                                  April 2, 2001\n\n\nMr. Earl Galleher\n47 Norwich Road\nWellesley, Massachusetts  02481\n\nDear Earl:\n\n     The purpose of this letter agreement (the \"Agreement\") is to confirm the\nterms regarding your separation of employment with Akamai Technologies, Inc.1\/\n(\"Akamai\" or the \"Company\"). As more fully set forth below, Akamai desires to\nprovide you with a severance package in exchange for certain agreements by you.\n\n     1.  SEPARATION OF EMPLOYMENT. You acknowledge that your employment with\nAkamai will terminate effective April 6, 2001 (the \"Separation Date\"), and\nfurther that from and after the Separation Date, you shall have no authority and\nshall not represent yourself as an employee or agent of Akamai.\n\n     2.  SEVERANCE PACKAGE. In exchange for the mutual covenants set forth in\nthis letter, on the eighth day after your execution of this Agreement, provided\nthat you have not exercised your right of rescission under the Older Worker\nBenefits Protection Act (\"OWBPA\"), as set forth in Section 6 below, Akamai\nagrees to accelerate the vesting of 393,750 shares of restricted stock that was\nissued to you under the Company's Second Amended and Restated 1998 Stock\nIncentive Plan (the \"Plan\") and the Restricted Stock Agreement (\"RSA\") between\nyou and the Company. The Company will exercise its Purchase Option (as defined\nin the RSA) with respect to all shares of restricted stock that are not vested\nas of the Separation Date and are not accelerated pursuant to this Agreement,\ni.e., 236,250 shares. This Section 2 shall constitute written notice of the\nCompany's exercise of its Purchase Option. You agree that within ten days of\nyour execution of this Agreement, you will tender to the Company the certificate\nor certificates representing the shares as to which the Company is exercising\nits Purchase Option. As soon as practicable after receipt and cancellation of\nthe repurchased shares, the Company will pay you the original purchase price for\nthose shares, or $9,581.62.\n\n     Except as set forth in this Section 2, all of the terms, rights,\nobligations and conditions of the Plan that you were eligible for or\nparticipated in during your employment with Akamai, and any documents executed\nby you pursuant to the Plan are hereby incorporated by reference and shall\nsurvive the signing of this Agreement. You acknowledge and agree that from and\nafter the Separation Date, you shall not have any rights to vest in any stock\noptions or restricted stock under any Akamai stock or stock option plan (of\nwhatever name or kind) that you participated in or were eligible to participate\nin during your employment.\n\n     You acknowledge and agree that the Severance Package provided in this\nAgreement is not otherwise due or owing to you under any Akamai policy or\npractice, and that the Severance Package to be provided to you is not intended\nto, and shall not constitute, a severance plan, and shall confer no benefit \n\n--------\n1\/ For the purposes of this Agreement, the parties agree that the term \"Akamai\"\nis intended to include Akamai Technologies, Inc. and any other divisions,\naffiliates and subsidiaries, and its and their respective officers, directors,\nagents and assigns.\n\n\n   2\n\n\nLetter Agreement for Earl Galleher\nApril 2, 2001\nPage 2\n\n\non anyone other than the parties hereto. You further acknowledge that except for\n(i) the specific consideration set forth in this Agreement, (ii) wages owed for\nwork performed up to the Separation Date, and (iii) accrued vacation pay in\naccordance with Akamai's vacation policy, you are not and shall not in the\nfuture be entitled to any other compensation including, without limitation,\nother wages, commissions, bonuses, vacation pay, holiday pay, or any other form\nof compensation or benefit.\n\n     Notwithstanding anything to the contrary in this Agreement, upon timely\ncompletion of the forms required by COBRA, you may continue, at your sole\nexpense, your medical and dental insurance coverage after the Separation Date to\nthe extent permitted by COBRA. The COBRA \"qualifying event\" shall be deemed to\nbe the Separation Date.\n\n     3.  CONFIDENTIALITY\/NON-SOLICITATION\/OTHER OBLIGATIONS BY YOU.\n\n          (i) You expressly acknowledge and agree that you have returned to\nAkamai all Akamai documents (and any copies thereof) and property; you shall\nabide by the provisions of the Non-Competition and Non-Solicitation Agreement\nand the Invention and Non-Disclosure Agreement that you signed when you began\nyour employment at Akamai Technologies, Inc. (the terms of which are hereby\nincorporated by reference and shall survive the signing of this Agreement and\ncopies of which are attached hereto as EXHIBIT A);\n\n          (ii) You expressly acknowledge and agree that you will not, without\nAkamai's express authorization, access, attempt to access or otherwise interfere\nwith Akamai's electronic information systems, including but not limited to\nAkamai's computer, voice mail, or e-mail systems;\n\n          (iii) You and Akamai acknowledge and agree that all information\nrelating in any way to the negotiation of this Agreement, including the terms\nand amount of consideration provided for in this Agreement, shall be held\nconfidential by the parties and, except as mandated by state or federal law or\ncourt order, shall not be publicized or disclosed to any person (other than an\nimmediate family member, legal counsel or financial advisor, provided that any\nsuch individual to whom disclosure is made agrees to be bound by these\nconfidentiality obligations), business entity or government agency (other than a\nbusiness entity or government agency which employs you, provided that the only\nterms that you are permitted to reveal to such employers are those contained in\nyour Non-Competition and Non-Solicitation Agreement and the Invention and\nNon-Disclosure Agreement).\n\n          (iv) You expressly acknowledge and agree that you will not make any\nstatements that are professionally or personally disparaging about, or adverse\nto, the interests of Akamai (including its officers and directors) including,\nbut not limited to, any statements that disparage any person, product, service,\nfinances, financial condition, capability or any other aspect of the business of\nAkamai, and that you will not engage in any conduct which is intended to harm\nprofessionally or personally the reputation of Akamai (including its officers\nand directors). Akamai's officers and directors will be informed that they may\nnot make any statements that are professionally or personally disparaging about\nyou.\n\n     5.  FUTURE COOPERATION. You agree that until December 31, 2001 you shall\ncooperate fully with Akamai in connection with any matter or event relating to\nyour employment or events that occurred during your employment, including,\nwithout limitation, in the defense or prosecution of any claims or actions not\nin existence or which may be brought or threatened in the future against or on\nbehalf of Akamai, including any claims or actions against its officers,\ndirectors and employees. Your cooperation in connection with such matters,\nactions and claims shall include, without limitation, being available, upon\nreasonable notice, to meet with Akamai regarding matters in which you have been\ninvolved, and any contract matters or audits; to prepare for any proceeding\n(including, without limitation, depositions, \n\n\n   3\n\n\nLetter Agreement for Earl Galleher\nApril 2, 2001\nPage 3\n\n\nconsultation, discovery or trial); to provide affidavits; to assist with any\naudit, inspection, proceeding or other inquiry; and to act as a witness in\nconnection with any litigation or other legal proceeding affecting Akamai. You\nshall be reimbursed for any reasonable out-of-pocket expenses incurred in\nconnection with providing such cooperation under this Section. You further agree\nthat should you be contacted (directly or indirectly) by any person or entity\n(for example, by any party representing an individual or entity) adverse to\nAkamai, you shall promptly notify Steve Heinrich at Akamai.\n\n     6.  RELEASE OF CLAIMS\/GALLEHER. You hereby agree and acknowledge that by\nsigning this letter and accepting the Severance Pay to be provided to you, and\nother good and valuable consideration provided for in this Agreement, you are\nwaiving your right to assert any form of legal claim against Akamai (as defined\nin the first paragraph of this Agreement) whatsoever for any alleged action,\ninaction or circumstance existing or arising from the beginning of time through\nthe Separation Date related to your employment and\/or termination of employment\nwith Akamai. Your waiver and release herein is intended to bar any form of legal\nclaim, charge, complaint or any other form of action (jointly referred to as\n\"Claims\") against Akamai seeking any form of relief including, without\nlimitation, equitable relief (whether declaratory, injunctive or otherwise), the\nrecovery of any damages or any other form of monetary recovery whatsoever\n(including, without limitation, back pay, front pay, compensatory damages,\nemotional distress damages, punitive damages, attorneys fees and any other\ncosts) against Akamai, for any alleged action, inaction or circumstance existing\nor arising through the Separation Date related to your employment and\/or\ntermination of employment with Akamai.\n\n     Without limiting the foregoing, you specifically waive and release Akamai\nfrom:\n\n     **   Claims under any state or federal discrimination, fair employment\n          practices or other employment related statute, regulation or executive\n          order (as they may have been amended through the Separation Date)\n          prohibiting discrimination or harassment based upon any protected\n          status including, without limitation, race, national origin, age,\n          gender, marital status, disability, veteran status or sexual\n          orientation. Without limitation, specifically included in this\n          paragraph are any Claims arising under the federal Age Discrimination\n          in Employment Act, the Older Workers Benefit Protection Act, the Civil\n          Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of\n          1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans\n          With Disabilities Act and any similar Massachusetts or other state\n          statute.\n\n     **   Claims under any other state or federal employment related statute,\n          regulation or executive order (as they may have been amended through\n          the Separation Date) relating to wages, hours or any other terms and\n          conditions of employment. Without limitation, specifically included in\n          this paragraph are any Claims arising under the Fair Labor Standards\n          Act, the Family and Medical Leave Act of 1993, the National Labor\n          Relations Act, the Employee Retirement Income Security Act of 1974,\n          the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and\n          any similar Massachusetts or other state statute, including any\n          applicable payment of wages statutes.\n\n     **   Claims under any state or federal common law theory including, without\n          limitation, wrongful discharge, breach of express or implied contract,\n          promissory estoppel, unjust enrichment, breach of a covenant of good\n          faith and fair dealing, violation of public policy, defamation,\n          interference with contractual relations, intentional or negligent\n          infliction of emotional distress, invasion of privacy,\n          misrepresentation, deceit, fraud or negligence.\n\n     **   Any other Claim arising under state or federal law.\n\n   4\n\nLetter Agreement for Earl Galleher\nApril 2, 2001\nPage 4\n\n\n\n     Notwithstanding the foregoing, this section does not release Akamai from\nany obligation expressly set forth in this Agreement. You acknowledge and agree\nthat, but for providing this waiver and release, you would not be receiving the\nSeverance Package being provided to you under the terms of this Agreement.\n\n     Notwithstanding anything to the contrary in this Agreement, you expressly\nreserve and do not release or waive any rights that you might otherwise have (i)\nunder any insurance policy, including without limitation Akamai's Directors and\nOfficers Liability Insurance Policy, and\/or (ii) under any indemnification\nprovisions in Akamai's articles of incorporation or by-laws or board\nresolutions, including the indemnification provisions of Akamai's Amended and\nRestated Certificate of Incorporation, and\/or (iii) to any benefits under the\nEmployee Retirement Income Security Act of 1974 (ERISA) or any ERISA benefit\nplan.\n\n     Notwithstanding anything to the contrary in this Agreement, in the event\nthat any officer or director of Akamai makes any statements that are\nprofessionally or personally disparaging about you or adverse to your interests,\nincluding, but not limited to, any statements that disparage you, your finances,\nfinancial condition, capability or any other aspect of your employment with\nAkamai, or engages in any conduct which is intended to harm your reputation\nprofessionally or personally, the promise given in Section 3(iv) by you shall be\nnull and void as to that to that officer or director.\n\n     Notwithstanding anything to the contrary in this Agreement, in the event\nthat any officer or director of Akamai asserts or pursues against you any claim\nor cause of action referred to in Section 6, the release given to that officer\nor director in this Section 7 by you shall be null and void, and you may assert\nany and all defenses and claims of any kind whatsoever against that officer or\ndirector that would have been available if you had not executed this Agreement.\n\n     BECAUSE YOU ARE OVER FORTY (40) YEARS OF AGE, YOU HAVE SPECIFIC RIGHTS\nUNDER THE OLDER WORKERS BENEFITS PROTECTION ACT (\"OWBPA\"), WHICH PROHIBITS\nDISCRIMINATION ON THE BASIS OF AGE, AND THAT THE RELEASES SET FORTH IN THIS\nSECTION ARE INTENDED TO RELEASE ANY RIGHT THAT YOU MAY HAVE TO FILE A CLAIM\nAGAINST AKAMAI ALLEGING DISCRIMINATION ON THE BASIS OF AGE.\n\n     IT IS AKAMAI'S DESIRE AND INTENT TO MAKE CERTAIN THAT YOU FULLY UNDERSTAND\nTHE PROVISIONS AND EFFECTS OF THIS LETTER. TO THAT END, YOU HAVE BEEN ENCOURAGED\nAND GIVEN THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL FOR THE PURPOSE OF\nREVIEWING THE TERMS OF THIS LETTER. CONSISTENT WITH THE PROVISIONS OF OWBPA,\nAKAMAI IS PROVIDING YOU WITH TWENTY-ONE DAYS (UNTIL APRIL 23, 2001) IN WHICH TO\nCONSIDER AND ACCEPT THE TERMS OF THIS AGREEMENT BY SIGNING BELOW AND RETURNING\nIT TO STEVE HEINRICH, AKAMAI TECHNOLOGIES, INC., 500 TECHNOLOGY SQUARE, 5TH\nFLOOR, CAMBRIDGE, MA 02139. IN ADDITION, YOU MAY RESCIND YOUR ASSENT TO THIS\nAGREEMENT IF, WITHIN SEVEN (7) DAYS AFTER YOU SIGN THIS AGREEMENT, YOU DELIVER A\nNOTICE OF RESCISSION TO STEVE HEINRICH AT AKAMAI. TO BE EFFECTIVE, SUCH\nRESCISSION MUST BE HAND DELIVERED OR POSTMARKED WITHIN THE SEVEN (7) DAY PERIOD\nAND SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO STEVE HEINRICH, AKAMAI\nTECHNOLOGIES, INC., 500 TECHNOLOGY SQUARE, 5TH FLOOR, CAMBRIDGE, MA 02139.\n\n     7.  LIMITED RELEASE OF CLAIMS\/AKAMAI. In consideration of the promises\ncontained herein, and other good and valuable consideration, Akamai (as defined\nin Section 1 of this Agreement) hereby releases and forever discharges you from\nand any all Claims (as defined in the prior paragraph), which Akamai had, now\nhas, or may have in the future, relating in any manner to the performance by you\nof your duties as an employee of Akamai so long as acts were within the scope of\nyour authority and you in fact were acting within the scope of your authority in\nthe performance of such duties.\n\n\n   5\n\nLetter Agreement for Earl Galleher\nApril 2, 2001\nPage 5\n\n\n     Notwithstanding the foregoing, this paragraph shall not release you from\nany obligation set forth in this Agreement or other documents incorporated\nherein.\n\n     8.  ENTIRE AGREEMENT\/CHOICE OF LAW\/ENFORCEABILITY. You acknowledge and \nagree that, with the exception of the Non-Competition and Non-Solicitation\nAgreement and the Invention and Non-Disclosure Agreement, this Agreement\nsupersedes any and all prior or contemporaneous oral and\/or written agreements\nbetween you and Akamai, and sets forth the entire agreement between you and\nAkamai. No variations or modifications hereof shall be deemed valid unless\nreduced to writing and signed by the parties hereto. If there is any\ninconsistency between the provisions of this Agreement and any prior or\ncontemporaneous oral and\/or written agreements between you and Akamai, the\nprovisions of this Agreement shall govern. This Agreement shall be deemed to\nhave been made in the Commonwealth of Massachusetts, shall take effect as an\ninstrument under seal within Massachusetts, and shall be governed by and\nconstrued in accordance with the laws of the Commonwealth of Massachusetts,\nwithout giving effect to conflict of law principles. You agree that any action,\ndemand, claim or counterclaim relating to the terms and provisions of this\nAgreement, or to its breach, shall be commenced in Massachusetts in a court of\ncompetent jurisdiction, and you further acknowledge that venue for such actions\nshall lie exclusively in Massachusetts and that material witnesses and documents\nwould be located in Massachusetts. The provisions of this letter are severable,\nand if for any reason any part hereof shall be found to be unenforceable, the\nremaining provisions shall be enforced in full. Both parties further agree that\nany action, demand, claim or counterclaim shall be resolved by a judge alone,\nand both parties hereby waive and forever renounce the right to a trial before a\ncivil jury.\n\n     By executing this Agreement, you are acknowledging that you have been\nafforded sufficient time to understand the terms and effects of this letter,\nthat your agreements and obligations hereunder are made voluntarily, knowingly\nand without duress, and that neither Akamai nor its agents or representatives\nhave made any representations inconsistent with the provisions of this letter.\n\n     If the foregoing correctly sets forth our understanding, please sign, date\nand return both signed copies of this letter to me at Akamai by April 23, 2001.\nOne signed copy will be returned to you.\n\n                                     Very truly yours,\n\n                                     AKAMAI TECHNOLOGIES, INC.\n\n                                     By: \/s\/ Steven P. Heinrich\n                                        ------------------------------\n                                        Steven P. Heinrich,\n                                        Vice President, Human Resources\n\n                                        Dated: April 2, 2001\n\nConfirmed, Agreed and Acknowledged:\n\n\n \/s\/ Earl Galleher\n----------------------------\nEarl Galleher\n\n\nDated:  April 2, 2001\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":[9539,9551],"class_list":["post-40444","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-akamai-technologies-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40444","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=40444"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40444"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40444"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40444"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}