Akamai Technologies, Inc.'S 2006 Severance Pay Plan and Summary Plan Description
Akamai Technologies, Inc.'S 2006 Severance Pay Plan and Summary Plan Description
’S
2006 SEVERANCE PAY PLAN
AND SUMMARY PLAN DESCRIPTION
2. Purpose. The Plan is for the purpose of assisting employees of Akamai who are
involuntarily terminated for reasons other than “cause” and to resolve fully and finally all potential issues
arising out of their employment.
The following are NOT eligible for severance pay and benefits under this Plan:
(a) an employee who resigns voluntarily, including but not limited to an employee who is
offered an employment opportunity with any purchaser or other successor of Akamai, its
business operations or any part thereof (regardless of whether or not such employment
opportunity is accepted);
(b) an employee who fails to continue in the employ of Akamai, satisfactorily performing his
or her assigned duties, until the date actually set for his or her involuntary termination;
(c) an employee who does not sign and return a general release and waiver of all claims
provided by the Company (the “Release”) pursuant to the procedures set forth in Sections
4 and 5 below;
(d) an employee who fails to return all of Akamai’s property in his or her possession or under
his or her control, including, but not limited to, intellectual property and other
confidential information;
(e) an employee who, despite Akamai’s request, fails to execute any documents evidencing
Akamai’s interest in and to any intellectual property;
(f) an employee who is eligible to participate in any other severance pay plan established by
Akamai, including without limitation a change of control agreement, the 2006 Akamai
Technologies, Inc. Executive Severance Pay Plan or any successors thereto;
(g) an employee who is not employed on the United States payroll of the Company or any of
its U.S.-based subsidiaries;
For the purposes of this Plan, “cause” is defined as (a) any act or omission by an employee which
has an adverse effect on Akamai’s business or on the employee’s ability to perform services for Akamai,
including, without limitation, the commission of any crime (other than ordinary traffic violations), or (b)
refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism. Whether an
employee has been terminated for “cause” shall be determined in the sole discretion of the Plan
Administrator after consultation with appropriate members of Akamai’s management.
4. Severance Pay Benefit. Each eligible employee shall receive severance pay, calculated
based on his or her job classification, years of service and weekly base salary, as set forth below;
provided, however, that if an eligible employee received severance pay under any Akamai severance pay
plan in the twelve months prior to that employee’s eligibility under this Plan, and was rehired by Akamai
before the expiration of the number of weeks’ pay received, then the number of weeks’ pay due under this
Plan shall be reduced by the number of weeks’ pay that had not yet expired at the time he/she was
rehired:1
(a) Eligible employees shall receive a base severance pay amount based on their job
classification, regardless of their number of years of service:
Job Classification No. of Weeks of Base Salary
Individual Contributor/Manager 4
Director/Senior Director 10
Vice President 20
(b) In addition, eligible employees shall receive one week of base salary for each
year or partial year of service to the Company.
Years of Service is computed from the date of hire. Weekly Salary is an employee’s base
weekly salary, and it does not include overtime payments, bonuses, commissions, or other payments of
any kind.
Payments are made in a lump sum, less applicable withholdings for taxes and other required
deductions, on the first scheduled pay date following the eighth (8th) day after the date the employee
signs and returns the Release, which must be signed, returned to and received by the Human Resources
Department by the due date set forth in the Release.
5. Additional Severance Benefits Upon Change of Control Event. If: (i) an eligible
employee is employed by the Company as of the date of a Change of Control Event; and (ii) within one
year of the Change of Control Event the employee’s employment is terminated by the surviving entity for
any reason other than for Cause, then in addition to the severance pay benefit set forth in Section 4, the
employee shall be entitled to:
1
For example, an eligible employee classified as an individual contributor with a service date of March 1, 2003
who received a lump sum severance payment of 8 weeks’ pay on November 5, 2006, was rehired on November 26,
2006, and was involuntarily terminated again on February 3, 2007 would receive 5 weeks’ pay under this Plan (8
weeks’ pay minus 3 unexpired weeks = 5 weeks’ pay).
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(a) full acceleration of the vesting of the employee’s stock options so that such stock
options become 100% vested;2 and
(b) a lump sum payment equal to the pro-rated annual incentive bonus at target that
would have been payable to the employee under the Performance Bonus Program in effect immediately
before the Change of Control Event, if any, in the year of the employee’s termination had both the
Company and the employee achieved the target bonus objectives set forth in such employee’s bonus plan
during such year; and
Payments are made in a lump sum, less applicable withholdings for taxes and other required
deductions, on the first scheduled pay date following the eighth (8th) day after the date the employee
signs and returns the Release, which must be signed, returned to and received by the Human Resources
Department by the due date set forth in the Release.
For the purposes of this Plan, “Change of Control Event” is defined as set forth in Section
9(c)(1)(b) of the Akamai Technologies, Inc. 2006 Stock Incentive Plan, which definition is incorporated
herein by reference.
6. No Acceleration or Deferral. Neither an eligible employee nor the Company shall have
the right to accelerate or defer the delivery of the payments to be made pursuant to this Plan. If the
payments to be made under this Plan are determined to be “nonqualified deferred compensation” within
the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued
thereunder (“Section 409A”), and the employee is a “specified employee” within the meaning of Section
409A, then the delivery of any payments to be made hereunder will be delayed to the date that is six
months following the employee’s termination date.
7. Funding. All cash payments under the Plan shall be funded solely from Akamai’s
general assets.
8. Duration of Plan. The initial term of the Plan shall commence effective July 1, 2006
through December 31, 2006 and shall automatically renew for successive one year periods unless
otherwise terminated by the Company. The Plan may be amended at Akamai’s discretion without prior
notice at any time.
9. Plan Administration. The general administration of the Plan herein set forth and the
responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan
Administrator shall be the “Administrator” within the meaning of section 3(16) of ERISA and shall have
all the responsibilities and duties contained therein. Akamai is the Plan Administrator of the Plan.
The Plan Administrator shall discharge its duties with respect to the Plan solely in the interest of
the participants and their beneficiaries, with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with like objectives. However,
the inclusion of this language in the Plan is for the sole purpose of informing the Plan Administrator of
the applicable standard of care under ERISA. It is not intended that this provision impose any additional
duties, responsibilities, or liabilities than would otherwise apply under ERISA.
2
This provision applies to stock options only. The terms governing Restricted Stock Units and other equity awards
shall continue to apply and are not intended to be amended or superseded by this Plan.
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The Plan Administrator shall have such powers as are necessary to discharge its duties, including,
but not limited to, interpretation and construction of the Plan, sole discretion to determine all questions of
eligibility, participation and benefits and all other related or incidental matters. The Plan Administrator
shall decide all such questions in accordance with the terms of the controlling legal documents and applic-
able law, and its decision will be binding on Akamai, the participant, the participant’s spouse or other
dependent or beneficiary and all other interested parties.
The Plan Administrator may adopt rules and procedures of uniform applicability in its
interpretation and implementation of the Plan.
The Plan Administrator may require each participant to submit, in such form as it shall deem
reasonable and acceptable, proof of any information which the Plan Administrator finds necessary or
desirable for the proper administration of the Plan.
The Plan Administrator shall maintain such records as are necessary to carry out the provisions of
the Plan. The Plan Administrator shall also make all disclosures which are required by ERISA and any
subsequent amendments thereto.
10. Questions and Claims Procedure. Any questions concerning eligibility to participate in
the Plan and the payment of any severance pay or benefits hereunder should be directed to the
Administrative Committee. The Plan will comply with the Claims Procedure set forth in ERISA
regulations at Title 29 C.F.R. § 2560.503-1.
(a) Any person claiming benefits under the Plan (“Claimant”) may be required to
submit an application therefor, together with such other documents and information as the Administrative
Committee may require (“Application”).
(b) Within ninety (90) days following receipt of the Application, the Administrative
Committee’s authorized delegate will review the claim and furnish the Claimant with written notice of the
decision rendered with respect to the Application.
(c) Should special circumstances require an extension of time for processing the
claim, written notice of the extension will be furnished to the Claimant prior to the expiration of the initial
ninety (90) day period.
(i) The notice will indicate the special circumstances requiring an extension
of time and the date by which a final decision is expected to be rendered.
(ii) In no event will the period of the extension exceed ninety (90) days from
the end of the initial (90) day period.
10.2 Content of Denial. In the case of a denial of the Claimant’s Application, the written notice
will set forth:
(b) References to the Plan provisions upon which the denial is based;
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(d) An explanation of the Plan’s claim review procedure.
10.3 Appeals.
(a) In order to appeal the decision rendered with respect to his or her Application or
with respect to the amount of his or her benefit, the Claimant must follow the procedures set forth in this
Section 10.3.
(i) If the claim was expressly rejected, within sixty-five (65) days after the
date of notice of the decision with respect to the Application; or
(ii) If the claim was neither approved nor denied within the applicable period
provided in Section 10.1 above, within sixty-five (65) days after the
expiration of that period.
If the Claimant does not file the appeal within this time period (or request in writing an extension
from the Administrative Committee), the Claimant will be precluded from appealing the decision at a
later time.
(c) The Claimant may request that his or her Application be given a full and fair
review by the Administrative Committee. The Claimant may review all pertinent documents and submit
issues and comments in writing in connection with the appeal.
(d) The decision of the Administrative Committee will be made promptly, and not
later than sixty (60) days after the Administrative Committee’s receipt of a request for review, unless
special circumstances require an extension of time for processing. In such a case, a decision will be
rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request
for review.
(e) The decision on review will be in writing and will include specific reasons for the
decision, written in a manner designed to be understood by the Claimant, with specific references to the
pertinent Plan provisions upon which the decision is based.
11. Tax and Other Withholdings. Akamai may withhold from any payment under the Plan
any federal, state, or local taxes required by law to be withheld with respect to such payment and such
sum as Akamai may reasonably estimate is necessary to cover any taxes for which Akamai may be liable
and which may be assessed with regard to such payment. Akamai may also withhold sums to cover an
employee’s share of any applicable group health insurance premiums. Akamai may also withhold sums
owed to Akamai by an employee which have not been repaid in full before the time for payment of any
benefits due under this Plan.
12. Agent for Service of Legal Process. Legal process with respect to claims under the Plan
may be served on the Plan Administrator.
13. Expenses. All costs and expenses incurred in administering the Plan, including the
expenses of the Plan Administrator, shall be borne by Akamai.
14. Plan Not an Employment Contract. The Plan is not a contract between Akamai and any
employee, nor is it a condition of employment of any employee. Nothing contained in the Plan gives, or
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is intended to give, any employee the right to be retained in the service of Akamai, or to interfere with the
right of Akamai to discharge or terminate the employment of any employee at any time and for any
reason. No employee shall have the right or claim to benefits beyond those expressly provided in this
Plan. All rights and claims are limited as set forth in the Plan.
15. Indemnification. To the extent permitted by law, the Plan Administrator and all
employees, agents and representatives of the Plan Administrator shall be indemnified by Akamai and
saved harmless against any claim and the expenses of defending against such claims, resulting from any
action or conduct relating to the administration of the Plan except to the extent that such claims arise from
gross negligence, willful neglect, or willful misconduct. However, Akamai will have the right to select
counsel and to control the prosecution or defense of any lawsuit. Additionally, Akamai will not be
required to indemnify any person for any amount incurred through any settlement unless Akamai consents
to the settlement.
16. Separability. In case any one or more of the provisions of this Plan (or part thereof) shall
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions hereof, and this Plan shall be construed as if such invalid, illegal or
unenforceable provisions (or part thereof) never had been contained herein.
17. Non-Assignability. No right or interest of any participant in the Plan shall be assignable
or transferable in whole or in part either directly or by operation of law or otherwise, including, but not
limited to, execution, levy, garnishment, attachment, pledge or bankruptcy, provided, however, that this
provision shall not be applicable in the case of obligations of a participant to Akamai.
18. Amendment or Termination. Akamai reserves the right to amend, modify or terminate
this Plan at any time.
19. Integration with Other Pay or Benefits Requirements. The pay and benefits provided
for in the Plan are the maximum benefits that Akamai will pay. To the extent that any federal, state or
local law, including, without limitation, so-called “plant closing” laws, requires Akamai to make a
payment of any kind to an employee because of that employee’s involuntary termination due to a Layoff,
Reduction in Force, Plant or Facility Closing, Sale of Business, or similar event, the benefits provided
under this Plan shall be reduced in an amount equal to any such payment(s). Akamai intends for the
benefits provided under this Plan to satisfy any and all statutory obligations which may arise out of an
employee’s involuntary termination for the foregoing reasons and the Plan Administrator shall so
construe and implement the terms of the Plan.
20. Governing Law. The Plan and the rights of all persons under the Plan shall be construed
in accordance with and under applicable provisions of ERISA, and the regulations thereunder, and the
laws of the Commonwealth of Massachusetts to the extent not pre-empted by federal law.
21. Gender and Number. Except where otherwise indicated by the context, any masculine
gender used herein shall also include the feminine and vice versa, and the definition of any term herein in
the singular shall also include the plural, and vice versa.
22. Statement of ERISA Rights. Participants in the Plan are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
(a) Examine, without charge, at the Plan Administrator’s office all Plan documents,
including insurance contracts, collective bargaining agreements, and copies of all documents filed by the
Plan with the United States Department of Labor and Internal Revenue Service, such as annual reports
and plan descriptions.
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(b) Obtain copies of all Plan documents and other plan information upon written
request to the Plan Administrator.
The Plan Administrator may make a reasonable charge for the copies.
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who
are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the
Plan, have a duty to do so prudently and in the interest of all Plan participants and beneficiaries. No one,
including Akamai or any other person, may fire a participant or otherwise discriminate against the
participant in any way for the purpose of preventing the participant from obtaining a benefit or exercising
his or her rights under ERISA. If a participant’s claim for a benefit is denied in whole or in part, the
participant must receive a written explanation of the reason for the denial. The participant has the right to
have the Plan Administrator review and reconsider the claim. Under ERISA, there are steps a participant
can take to enforce the above rights. For instance, if the participant requests materials from the Plan
Administrator and does not receive them within 30 days, the participant may file suit in a federal court.
In such a case, the court may require the Plan Administrator to provide the materials and pay the
participant up to $100 a day until the participant receives the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If a participant has a claim for benefits
which is denied or ignored, in whole or in part, the participant may file suit in a state or federal court. If it
should happen that Plan fiduciaries misuse the Plan’s money, or if a participant is discriminated against
for asserting his or her rights, the participant may seek assistance from the United States Department of
Labor, or may file suit in a federal court. The court will decide who should pay court costs and legal fees.
If the participant is successful, the court may order the person whom the participant sued to pay these
costs and fees. If the participant loses, the court may order the participant to pay these costs and fees, if,
for example, it finds the claim is frivolous. If the participant has any questions about this Plan, the
participant should contact the Plan Administrator. If a participant has any questions about this statement
or about his or her rights under ERISA, the participant should contact the nearest Area Office of Pension
and Welfare Benefits, United States Department of Labor.
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MISCELLANEOUS INFORMATION
TELEPHONE: 617-444-3000
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