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Exhibit 10.35
November 22, 2005
Mr. Robert Cobuzzi
[address]
Dear Bob:
Congratulations on your retirement. The purpose of this letter
(the
"Letter") is to confirm the terms regarding your continued
employment with and
retirement from Akamai Technologies, Inc. ("Akamai" or the
"Company"). As more
fully set forth below, Akamai desires to provide you with certain
retirement
benefits in exchange for certain agreements by you.
1.
CONTINUATION OF EMPLOYMENT AND RETIREMENT.
(i)
You will
remain employed on a full-time basis as Akamai's Chief
Financial Officer, and your duties and compensation (including any
bonus for
which you may be eligible) will remain unchanged, through December
31, 2005. You
will retain the title of Chief Financial Officer until such time as
the Company
completes its full year financial reporting and filing requirements
for 2005
(which we anticipate will be completed on or about March 10, 2006);
however, as
of January 1, 2006, your principle duties will be to complete the
Company's
full-year financial reporting and filing requirements for 2005,
including but
not limited to, assisting on a part- to full-time basis, as needed,
to finalize
and file Akamai's Form 10-K for 2005.
(ii)
After such time
as the Company completes its full year financial
reporting and filing requirements for 2005 you will become a
Special Advisor to
the Chief Financial Officer, and you agree that you will be
available as a
consultant to provide advice and counsel regarding financial
matters on an
as-needed basis, as determined and requested by the CFO. You
acknowledge that
your employment with Akamai will terminate effective December 31,
2006 (the
"Separation Date").
(iii) Notwithstanding
the foregoing, Akamai reserves the right to
terminate your employment immediately and without notice, and with
it any
Retirement Benefits (as defined below) to which you are otherwise
entitled, at
any time before the Separation Date for any of the following
reasons: (1) your
willful and repeated failure to perform your assigned duties or to
comply in any
material respect with the reasonable written policies, standards or
regulations
of the Company; (2) your committing an act of fraud, dishonesty,
embezzlement
that is materially injurious to the Company, or your conviction of
a felony; or
(3) your material breach of this Letter or the NDA (as defined
below).
2.
RETIREMENT BENEFITS.
In exchange for the mutual covenants set
forth in this Letter, and subject to the conditions set forth
herein, including,
but not limited to, the conditions set forth in Sections 3 and 5,
Akamai agrees
to provide you with the following retirement benefits (the
"Retirement
Benefits"):
You
will remain on Akamai's payroll and receive your current base
salary
($210,000 on an annualized basis) through the Separation Date.
These
payments, less all applicable
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November 22, 2005
Page 2
federal, state, local and other employment-related taxes and
deductions,
will
be made on a bi-weekly basis in accordance with Akamai's usual
payroll practices. In addition, while you remain on Akamai's
payroll,
your
stock options will continue to vest in accordance with the terms
of
the
written stock option agreements between you and Akamai, and you
will
remain eligible for all Akamai medical, dental and disability
insurance
benefits.
You
acknowledge and agree that the Retirement Benefits provided in
this
Letter are not otherwise due or owing to you under any Akamai
employment
agreement (oral or written) or Akamai policy or practice, and that
the
Retirement Benefits to be provided to you are not intended to, and
shall not
constitute, a severance plan, and shall confer no benefit on anyone
other than
the parties hereto. You further acknowledge that except for (i) the
specific
financial consideration set forth in this Letter, (ii) payment of
accrued and
unused vacation time earned through the Separation Date, (iii)
payment of
bonuses, if any, earned for fiscal year 2005, and (iv) expense
reimbursement for
previously submitted expenses in accordance with Akamai's expense
reimbursement
policies, you are not and shall not in the future be entitled to
any other
compensation including, without limitation, other wages,
commissions, bonuses,
vacation pay, holiday pay, or any other form of compensation or
benefit.
3.
CONFIDENTIALITY/NON-SOLICITATION/OTHER OBLIGATIONS BY YOU. You
expressly acknowledge and agree to the following:
(i)
no later
than December 31, 2006, you will have returned to Akamai
all Akamai documents (and any copies thereof) and property; you
shall abide by
the provisions of the Non-Competition, Non-Solicitation,
Proprietary and
Confidential Information and Developments Agreement that you signed
when you
began your employment at Akamai (the "NDA," the terms of which
shall survive the
signing of this Letter);
(ii)
for one (1) year
immediately following the Separation Date, you
shall not, directly or indirectly, solicit, induce or attempt to
influence any
employee of Akamai to terminate his or her employment with
Akamai;
(iii) a breach of this Section 3 shall
constitute a material breach of
this Letter and, in addition to any other legal or equitable remedy
available to
Akamai, shall entitle Akamai to recover any monies paid to you
under Section 2
of this Letter. You also acknowledge that the provisions of this
Section 3 are
reasonable and necessary to protect Akamai's business interests,
and further
that your breach of the covenants set forth in this Section 3 would
constitute a
material breach of the Letter, that Akamai would suffer substantial
irreparable
harm and that Akamai would not have an adequate remedy at law for
such breach.
Therefore, in recognition of these acknowledgements, you agree that
in the event
of a breach of any of these covenants, in addition to such other
remedies as
Akamai may have at law, Akamai, without posting any bond, shall be
entitled to
obtain, and you agree not to oppose, and to waive all defenses to,
a request for
equitable relief in the form of specific performance or temporary,
preliminary
or permanent injunctive relief, or any other equitable remedy which
then may be
available. The seeking of such injunction or order shall not affect
Akamai's
right to seek and obtain damages or other equitable relief on
account of any
such actual or threatened breach. You further acknowledge and agree
to
enforcement of these covenants under the laws of and in the
Commonwealth of
Massachusetts, where Akamai maintains its worldwide headquarters,
where all
personnel and benefit plans are administered, documents
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November 22, 2005
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maintained, where this Letter has been executed by you and Akamai,
and where
witnesses and documents relating to any dispute would be primarily
located.
4.
FUTURE COOPERATION. You agree that you shall cooperate fully
with
Akamai in connection with any matter or event relating to your
employment or
events that occurred during your employment, including, without
limitation, in
the defense or prosecution of any existing claims or actions, and
any claims or
actions not in existence or which may be brought or threatened in
the future
against or on behalf of Akamai, including any claims or actions
against its
officers, directors and employees. Your cooperation in connection
with such
matters, actions and claims shall include, without limitation,
being available,
upon reasonable notice, to meet with Akamai regarding matters in
which you have
been involved, and any contract matters or audits; to prepare for
any proceeding
(including, without limitation, depositions, consultation,
discovery or trial);
to provide affidavits; to assist with any audit, inspection,
proceeding or other
inquiry; and to act as a witness in connection with any litigation
or other
legal proceeding affecting Akamai. You shall b
