{"id":40496,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-akamai-technologies-inc-and-george.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-akamai-technologies-inc-and-george","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-akamai-technologies-inc-and-george.html","title":{"rendered":"Severance Agreement &#8211; Akamai Technologies Inc. and George Conrades"},"content":{"rendered":"<pre>                               Severance Agreement\n\n         AGREEMENT, made this 26th day of March, 1999, by and between George\nConrades ('Executive') and Akamai Technologies, Inc. (the 'Company').\n\n         WHEREAS, the Board of Directors of the Company (the 'Board') has\ndetermined that it is in the best interests of the Company and its shareholders\nfor the Company to agree to provide benefits under circumstances described below\nto the Executive in connection with his employment by the Company and due to his\nresponsibility for the policy-making functions of the Company; and\n\n         WHEREAS, the Executive has entered into a Non-Competition Agreement\nunder which he has agreed to not compete with the Company for the one-year\nperiod following the termination of his employment with the Company.\n\n         NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants contained herein, the parties hereto agree as follows:\n\n         1. If, within 24 months following a 'Change of Control' (as defined in\nparagraph 2 below), Executive's employment with the Company terminates for any\nreason, either voluntary or involuntary, other than for death or total\ndisability and other than for 'Cause' (as defined in paragraph 3 below):\n\n                  (a) the Company will pay to Executive within 30 days of such\n         termination of employment a lump-sum cash payment equal to 299% of his\n         average annual base salary and bonus for the most recent three calendar\n         years ended before the Change of Control (or for such shorter portion\n         of that period as Executive performed services for the Company); and\n\n                  (b) Executive, together with his dependents, will continue\n         following such termination of employment to participate fully in all\n         accident and health plans maintained or sponsored by the Company\n         immediately prior to the Change of Control, or receive substantially\n         the equivalent coverage (or the full value thereof in cash) from the\n         Company, until the first anniversary of such termination; and\n\n                  (c) the Company will promptly reimburse Executive for any and\n         all legal fees and expenses incurred by him to enforce the provisions\n         of this Agreement.\n\n         2. A Change of Control will occur for purposes of this Agreement if\nthere occurs a 'Sale' as defined in the Stock Restriction Agreement dated as of\nthe date hereof between the Executive and the Company (the 'Stock Restriction\nAgreement').\n\n\n\n         3. 'Cause' shall have the meaning ascribed to it in the Stock\nRestriction Agreement.\n\n         4. If there has been a termination to which paragraph 1 applies, and\nthe Company and Executive agree that Executive shall provide post-termination\nconsulting or other services to the Company, the Company shall be entitled to\nreduce its payment for such post-termination consulting or other services to the\nextent of the payment made by it pursuant to paragraph 1. This paragraph 4 shall\nnot obligate either the Company or Executive to agree to Executive's provision\nof post-termination services.\n\n         5. In the case of any dispute under this Agreement, Executive may\ninitiate binding arbitration in Boston, Massachusetts, before the American\nArbitration Association by serving a notice to arbitrate upon the Company or, at\nExecutive's election, institute judicial proceedings, in either case within 90\ndays of the effective date of his termination or, if later, his receipt of\nnotice of termination, or such longer period as may be reasonably necessary for\nExecutive to take such action if illness or incapacity should impair his taking\nsuch action within the 90-day period. The Company shall not have the right to\ninitiate binding arbitration, and agrees that upon the initiation of binding\narbitration by Executive pursuant to this paragraph 5 the Company shall cause to\nbe dismissed any judicial proceedings it has brought against Executive relating\nto this Agreement. The Company authorizes Executive from time to time to retain\ncounsel of his choice to represent Executive in connection with any and all\nactions, proceedings, and\/or arbitration, whether by or against the Company or\nany director, officer, shareholder, or other person affiliated with the Company,\nwhich may affect Executive's rights under this Agreement. The Company agrees (i)\nto pay the fees and expenses of such counsel, (ii) to pay the cost of such\narbitration and\/or judicial proceeding, and (iii) to pay interest to Executive\non all amounts owed to Executive under this Agreement during any period of time\nthat such amounts are withheld pending arbitration and\/or judicial proceedings.\nSuch interest will be at the base rate as announced from time to time by The\nFirst National Bank of Boston, or its successor.\n\n         In addition, notwithstanding any existing prior attorney-client\nrelationship between the Company and counsel retained by Executive, the Company\nirrevocably consents to Executive entering into an attorney-client relationship\nwith such counsel and agrees that a confidential relationship shall exist\nbetween Executive and such counsel.\n\n         6. If the Company is at any time before or after a Change of Control\nmerged or consolidated into or with any other corporation or other entity\n(whether or not the Company is the surviving entity), or if substantially all of\nthe assets thereof are transferred to another corporation or other entity, the\nprovisions of this Agreement will be binding upon and inure to the benefit of\nthe corporation or other\n\n\n                                       -2-\n\n\nentity resulting from such merger or consolidation or the acquirer of such\nassets, and this paragraph 6 will apply in the event of any subsequent merger or\nconsolidation or transfer of assets.\n\n         In the event of any merger, consolidation, or sale of assets described\nabove, nothing contained in this Agreement will detract from or otherwise limit\nExecutive's right to or privilege of participation in any stock option or\npurchase plan or any bonus, profit sharing, pension, group insurance,\nhospitalization, or other incentive or benefit plan or arrangement which may be\nor become applicable to executives of the corporation resulting from such merger\nor consolidation or the corporation acquiring such assets of the Company.\n\n         In the event of any merger, consolidation or sale of assets described\nabove, references to the Company in this Agreement shall unless the context\nsuggests otherwise be deemed to include the entity resulting from such merger or\nconsolidation or the acquirer of such assets of the Company.\n\n         7. All payments required to be made by the Company hereunder to\nExecutive or his dependents, beneficiaries, or estate will be subject to the\nwithholding of such amounts relating to tax and\/or other payroll deductions as\nmay be required by law.\n\n         8. There shall be no requirement on the part of the Executive to seek\nother employment or otherwise mitigate damages in order to be entitled to the\nfull amount of any payments and benefits to which Executive is entitled under\nthis Agreement, and the amount of such payments and benefits shall not be\nreduced by any compensation or benefits received by Executive from other\nemployment.\n\n         9. Nothing contained in this Agreement shall be construed as a contract\nof employment between the Company and the Executive, or as a right of the\nExecutive to continue in the employ of the Company, or as a limitation of the\nright of the Company to discharge the Executive with or without Cause; provided\nthat the Executive shall have the right to receive upon termination of his\nemployment the payments and benefits provided in this Agreement and shall not be\ndeemed to have waived any rights he may have either at law or in equity in\nrespect of such discharge.\n\n         10. No amendment, change, or modification of this Agreement may be made\nexcept in writing, signed by both parties.\n\n         11. This Agreement shall not apply to a Change of Control which takes\nplace after the third anniversary of the date first written above.\n\n\n                                       -3-\n\n\n         Payments made by the Company pursuant to this Agreement shall be in\nlieu of severance payments, if any, which might otherwise be available to\nExecutive.\n\n         The provisions of this Agreement, shall be binding upon and shall inure\nto the benefit of Executive, his executors, administrators, legal\nrepresentatives, and assigns, and the Company and its successors.\n\n         The validity, interpretation, and effect of this Agreement shall be\ngoverned by the laws of The Commonwealth of Massachusetts.\n\n         The Company shall have no right of set-off or counterclaims, in respect\nof any claim, debt, or obligation, against any payments to Executive, his\ndependents, beneficiaries, or estate provided for in this Agreement.\n\n         The invalidity or unenforceability of any provisions of this Agreement\nshall not affect the validity or enforceability of any other provision of this\nAgreement, which shall remain in full force and effect.\n\n         No right or interest to or in any payments shall be assignable by the\nExecutive; provided, however, that this provision shall not preclude him from\ndesignating one or more beneficiaries to receive any amount that may be payable\nafter his death and shall not preclude the legal representative of his estate\nfrom assigning any right hereunder to the person or persons entitled thereto\nunder his will or, in the case of intestacy, to the person or persons entitled\nthereto under the laws of intestacy applicable to his estate. The term\n'beneficiaries' as used in this Agreement shall mean a beneficiary or\nbeneficiaries so designated to receive any such amount, or if no beneficiary has\nbeen so designated, the legal representative of the Executive's estate.\n\n         No right, benefit, or interest hereunder, shall be subject to\nanticipation, alienation, sale, assignment, encumbrance, charge, pledge,\nhypothecation, or set-off in respect of any claim, debt, or obligation, or to\nexecution, attachment, levy, or similar process, or assignment by operation of\nlaw. Any attempt, voluntary or involuntary, to effect any action specified in\nthe immediately preceding sentence shall, to the full extent permitted by law,\nbe null, void, and of no effect.\n\n         IN WITNESS WHEREOF, the Company and Executive have each caused this\nAgreement to be duly executed and delivered as of the date set forth above.\n\nAKAMAI TECHNOLOGIES, INC.\n\n\nBy: \/s\/ Daniel Lewin                                \/s\/ George Conrades\n    ----------------------------               -----------------------------\n    Daniel Lewin, President                           George Conrades\n\n\n                                       -4-\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-40496","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\/40496","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=40496"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40496"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40496"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40496"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}