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Exhibit 10.25
January 4, 2005
Mr. Paul Sagan
[address]
Re:
Employment Agreement
Dear Paul:
On behalf
of Akamai Technologies, Inc. (the "Company"), this letter sets
forth the terms of your full-time
employment as Chief Executive Officer ("CEO")
and President effective April 1, 2005
("Offer Letter ").
1. Title and Duties.
Beginning
April 1, 2005, you shall serve as CEO and President of the
Company and shall have all powers and
duties consistent with this position,
reporting to and subject to the direction
and control of the Company's Executive
Chairman of the Board ("Executive Chair")
and the Board of Directors ("Board").
You shall perform such other duties and
responsibilities on behalf of the
Company as may reasonably be assigned from
time to time by the Executive Chair
and/or Board consistent with the position
of CEO and President. In no way
limiting the foregoing, you will be
responsible for the management and
operational success of the Company,
including responsibility for the Company's
operating results, particularly its
quarterly and financial objectives,
efficiency and effectiveness of the
Company's management and business planning
process, positioning the Company to achieve
its goals for profitable growth, and
compliance with applicable laws and
regulatory requirements.
You will
lead the development and implementation of Akamai's strategic
plan; monitor continuous improvement in the
Platform and in the effectiveness of
Marketing and Sales/Services, while
ensuring the effective interrelationship
among Platform, Product Management and
Sales/Services; oversee the strengthening
of the Company's internal controls over
financial reporting and disclosure
controls and procedures; the effective
implementation of personnel leadership
development, succession planning, and other
Human Resources initiatives; and
oversee the Company's major litigation and
any M&A activities.
Your direct reports
initially will include all members of the Office of
the CEO, including the Chief Financial
Officer, Executive Vice President of
Sales and Services, Executive Vice
President of Platform, Chief Marketing
Officer, Chief Scientist, Chief Technology
Officer, General Counsel, Vice
President of Human Resources, and Senior
Director of Business Development. You
also shall be a frequent public
representative of the Company to investors, and
prospective and existing customers and
partners.
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2. Base Salary.
Effective
January 4, 2005, your base salary shall be at the annualized
rate of $400,000 per year ($33,333 per
month). Your salary shall be subject to
review annually by the Compensation
Committee after consideration of an
assessment of your performance by the
Nominating and Governance Committee and
recommendations by the Executive Chair.
3. Incentive Bonus.
You will
be eligible for an incentive bonus in any year that the Company
provides an incentive bonus plan for the
senior executive team. If the Board
approves a senior executive bonus plan for
fiscal year 2005, you will be
eligible for an incentive bonus award up to
100% of your annualized base salary.
The bonus award, if any, will be based on
achievement of the individual and
corporate performance goals established by
the Compensation Committee for you
and for the Company for fiscal year 2005.
The bonus award, if any, will be paid
based on achievement of those goals, as
determined by the Compensation Committee
after consideration of an assessment of
your performance by the Nominating and
Governance Committee and recommendations by
the Executive Chair. Except as
described in paragraph 5 below, you must be
an active employee of the Company on
the date that incentive bonuses for fiscal
year 2005 are distributed in order to
be eligible for an incentive bonus
award.
4. Long Term Incentive Compensation.
Effective
January 4, 2005, pursuant to the Company's Second Amended and
Restated 1998 Stock Incentive Plan, as
amended ("Plan"), and subject to the
approval of the Compensation Committee, the
Company will grant to you an option
to purchase two hundred fifty thousand
(250,000) shares of common stock of the
Company at a purchase price equal to the
fair market value on January 4, 2005
("Option"). The Option shall be subject to
the terms of an Incentive Stock
Option Agreement Granted Under The Second
Amended and Restated 1998 Stock
Incentive Plan, as amended ("Initial Option
Agreement")(including, but not
limited to, the vesting and accelerated
vesting provisions), the Plan, and this
Offer Letter.
In
addition, you will be eligible to participate in any long-term
incentive plan for senior executives that
the Board may adopt in mid-2005
pursuant to the eligibility, terms and
conditions of any such plan. If such a
plan is not adopted, or if it does not
include the CEO, then the Compensation
Committee will consider an additional stock
option grant to you of an additional
two hundred fifty thousand (250,000) shares
of common stock of the Company at a
purchase price equal to the fair market
value on the date of such grant
("Additional Option"). The determination of
the Compensation Committee as to
whether to grant you the Additional Option
shall be made after consideration of
an assessment of your performance by the
Nominating and Governance Committee and
the recommendations of the Executive Chair.
The Additional Option shall be
subject to the terms of an Option Agreement
("Additional Option Agreement")
(including, but not limited to, the vesting
and accelerated vesting provisions),
the Plan, and this Offer Letter.
Your
eligibility to participate in any long-term incentive plan(s)
adopted
for senior executives after 2005 will be
determined by the Compensation
Committee after consideration of an
assessment of your performance by the
Nominating and Governance Committee and
recommendations by the Executive Chair.
2
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5. Termination of Employment.
Each party
must give the other party at least thirty (30) days advance
written notice prior to terminating your
employment, except that such notice is
not required in the event of your
termination for Cause, as defined in the
Initial Option Agreement. Furthermore,
there may be cases in which the Company,
in its sole discretion, determines that it
is not in the best interests of the
Company to continue your employment for
thirty (30) days after giving you notice
of termination, even if your termination is
not
