EXHIBIT 99.1
AKAMAI TECHNOLOGIES, INC.
2009 STOCK INCENTIVE
PLAN
The purpose of this 2009 Stock
Incentive Plan (the “Plan”) of Akamai Technologies,
Inc., a Delaware corporation (the “Company” or
“Akamai”), is to advance the interests of the
Company’s stockholders by enhancing the Company’s
ability to attract, retain and motivate persons who are expected to
make important contributions to the Company and by providing such
persons with equity ownership opportunities and performance-based
incentives that are intended to align their interests with those of
the Company’s stockholders. Except where the context
otherwise requires, the term “Company” shall include
any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the
Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”) and any other
business venture (including, without limitation, joint venture or
limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company
(the “Board”).
Except as otherwise provided in
Section 5(b), all of the Company’s employees, officers,
directors, consultants and advisors are eligible to receive
options, stock appreciation rights, restricted stock, restricted
stock units and other stock-based awards (each, an
“Award”) under the Plan. Each person who receives an
Award under the Plan is deemed a
“Participant”.
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3.
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Administration and Delegation
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(a) Administration by Board of
Directors . The Plan will be administered by the Board. Subject
to and consistent with the provisions of the Plan, the Board shall
have the authority and discretion to: (i) determine which
eligible employees, officers, directors, consultants and advisors
will receive Awards, (ii) determine the number of shares of
Common Stock (as hereinafter defined), cash, or other consideration
to be covered by each Award, (iii) determine the terms and
conditions of any Award (including Fair Market Value (as
hereinafter defined), the exercise price, the vesting schedule, the
term of the Award, and the period following termination from
employment or service during which an Award may be exercised),
(iv) approve forms of Award agreements and other documentation
for use under the Plan, (v) adopt, alter, and repeal
administrative rules, guidelines, and practices governing the
operation of the Plan, (vi) interpret the provisions of the
Plan and any Award documentation and remedy any ambiguities,
omissions, or inconsistencies therein, (vii) modify or amend
Awards, or grant waivers of Plan or Award conditions,
(viii) determine the nature and provisions of Other Stock Unit
Awards (as hereinafter defined) permitted pursuant to
Section 8, and (ix) make all other determinations
necessary or advisable for the administration of the Plan. All
decisions by the Board shall be made in the Board’s sole
discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or
person acting pursuant to the authority delegated by the Board
shall be liable for any action or determination relating to or
under the Plan made in good faith.
(b) Appointment of Committees
. To the extent permitted by applicable law, the Board may delegate
any or all of its powers under the Plan to one or more committees
or subcommittees of the Board (a “Committee”). All
references in the Plan to the “Board” shall mean the
Board or a Committee of the Board or the officers referred to in
Section 3(c) to the extent that the Board’s powers or
authority under the Plan have been delegated to such Committee or
officers. Notwithstanding the foregoing, for purposes of granting
Awards to directors, the Committee shall mean the Compensation
Committee.
(c) Delegation to Officers .
To the extent permitted by applicable law, the Board may delegate
to one or more officers of the Company the power to grant Awards to
employees or officers of the Company or any of its present or
future subsidiary corporations and to exercise such other powers
under the Plan as the Board may determine, provided that the Board
shall fix the terms of the Awards to be granted by such officers
(including the exercise price of such Awards, which may include a
formula by which the exercise price will be determined) and the
maximum number of shares subject to Awards that the officers may
grant; provided further, however, that no officer shall be
authorized to grant Awards to any “executive officer”
of the Company (as defined by Rule 3b-7 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”))
or to any “officer” of the Company (as defined by Rule
16a-1 under the Exchange Act).
(d) Awards to Non-Employee
Directors . Awards to non-employee directors will only be
granted and administered by a Committee, all of the members of
which are independent as defined by Section 4200(a)(15) of the
Nasdaq Marketplace Rules.
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4.
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Stock
Available for Awards
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(a) Number of Shares .
Subject to adjustment under Section 9, Awards may be made
under the Plan for up to 8,500,000 shares of common stock, $0.01
par value per share, of the Company (the “Common
Stock”). Subject to adjustment under Section 9, up to
8,500,000 shares of Common Stock may be issued upon exercise of
Incentive Stock Options (as hereinafter defined) granted under the
Plan. If any Award granted under this Plan or any stock award
granted under the Company’s Second Amended and Restated 1998
Stock Incentive Plan, 2001 Stock Incentive Plan or 2006 Stock
Incentive Plan (together, the “Existing Plans”) expires
or is terminated, surrendered or canceled without having been fully
exercised, is forfeited in whole or in part, is settled in cash or
otherwise, or results in any Common Stock not being issued, the
unused Common Stock covered by such Award or any award issued under
the Existing Plans shall revert or again be available for the grant
of Awards under the Plan. Notwithstanding any other provision in
this Section 4(a), any shares not issued or delivered as a
result of the net settlement of any outstanding Stock Appreciation
Right, any shares tendered in payment of an Option’s exercise
price (whether by attestation or actual delivery), any shares
tendered or withheld to satisfy a tax withholding on an Award, and
any shares repurchased by the Company using Option proceeds shall
not revert or again be available for the grant of Awards under the
Plan. In the case of Incentive Stock Options (as hereinafter
defined), the foregoing provisions shall be subject to any
limitations under the Code. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares,
treasury shares or shares purchased on the open market.
(b) Sub-limits . Subject to
adjustment under Section 9, the following sub-limits on the
number of shares subject to Awards shall apply:
(1) Section 162(m)
Per-Participant Limit . The maximum number of shares of Common
Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 1,000,000 per calendar
year. For purposes of the foregoing limit, the combination of an
Option in tandem with an SAR (as each is hereafter defined) shall
be treated as a single Award. The per-Participant limit described
in this Section 4(b)(1) shall be construed and applied
consistently with Section 162(m) of the Code or any successor
provision thereto, and the regulations thereunder (“Section
162(m)”).
(2) Limit on Awards other than
Options and SARS . The maximum number of shares with respect to
which Awards other than Options and SARs may be granted shall be
90% of the total number of shares available for issuance under the
Plan.
(3) Limit on Awards to
Directors . The maximum aggregate number of shares with respect
to which Awards may be granted to directors who are not employees
of the Company at the time of grant shall be 10% of the total
number of shares available for issuance under the Plan.
(c) Substitute Awards . In
connection with a merger or consolidation of an entity with the
Company or the acquisition by the Company of property or stock of
an entity, the Board may grant Awards in substitution for any
options or other stock or stock-based awards granted by such entity
or an affiliate thereof. Substitute Awards may be granted on such
terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Awards contained in the Plan.
Substitute Awards shall not count against the overall share limit
set forth in Section 4(a), except as may be required by reason
of Section 422 and related provisions of the Code.
5. Stock Options
(a) General . The Board may
grant options to purchase Common Stock (each, an
“Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to
applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated
a “Nonstatutory Stock Option”.
(b) Incentive Stock Options .
An Option that the Board intends to be an “incentive stock
option” as defined in Section 422 of the Code (an
“Incentive Stock Option”) shall only be granted to
employees of Akamai, any of Akamai’s present or future parent
or subsidiary corporations as defined in Sections 424(e) or
(f) of the Code, and any other entities the employees of which
are eligible to receive Incentive Stock Options under the Code, and
shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. If the Fair Market
Value (as defined below) of shares on the date of grant with
respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year exceeds
$100,000, the Options for the first $100,000 worth of shares to
become exercisable in that calendar year will be Incentive Stock
Options, and the Options for the shares with a Fair Market Value
(as defined below) in excess of $100,000 that become exercisable in
that calendar year will be Nonstatutory Stock Options. The Company
shall have no liability to a Participant, or any other party, if an
Option (or any part thereof) that is intended to be an Incentive
Stock Option is not an Incentive Stock Option or for any action
taken by the Board, including without limitation the conversion of
an Incentive Stock Option to a Nonstatutory Stock
Option.
(c) Exercise Price . The
Board shall establish the exercise price of each Option and specify
such exercise price in the applicable option agreement; provided
however, that the exercise price shall not be less than 100% of the
Fair Market Value (as defined below) on the date the Option is
granted, provided that if the Board approves the grant of an Option
with an exercise price to be determined on a future date, the
exercise price shall be not less than 100% of the Fair Market Value
on such future date.
(d) No Repricing of Options .
Notwithstanding anything to the contrary in
the Plan, the Company shall not engage in any repricing of Options
or SARs granted under this Plan without further stockholder
approval. For this purpose, the term “repricing” shall
mean any of the following or other action that has the same
effect: (i) lowering the exercise price of an Option or a
SAR after it is granted, (ii) any other action that is treated
as a repricing under generally accepted accounting principles, or
(iii) canceling an Option or a SAR at a time when its exercise
price exceeds the fair market value of the underlying stock in
exchange for another Option, SAR, Restricted Stock, or other equity
of the Company, unless the cancellation and exchange occurs in
connection with a merger, acquisition, spin-off, or similar
corporate transaction (including any adjustment described in
Section 9).
(e) Duration of Options .
Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable
option agreement; provided however, that no Option will be granted
for a term in excess of 7 years.
(f) Exercise of Option .
Options may be exercised by delivery to the Company of a written
notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(g) for
the number of shares for which the Option is exercised. Shares of
Common Stock subject to the Option will be delivered by the Company
following exercise either as soon as practicable or, subject to
such conditions as the Board shall specify, on a deferred basis
(with the Company’s obligation to be evidenced by an
instrument providing for future delivery of the deferred shares at
the time or times specified by the Board).
(g) Payment Upon Exercise.
Common Stock purchased upon the exercise of an Option granted under
the Plan shall be paid for as follows:
(1) in cash or by check, payable to
the order of the Company;
(2) except as may otherwise be
provided in the applicable option agreement, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to
pay the exercise price and any required tax withholding;
(3) to the extent provided for in
the applicable option agreement or approved by the Board, in its
sole discretion, by delivery (either by actual delivery or
attestation) of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner
approved by) the Board (“Fair Market Value”) provided
(i) such method of payment is then permitted under applicable
law, (ii) such Common Stock, if acquired directly from the
Company, was owned by the Participant for such minimum period of
time, if any, as may be established by the Board in its discretion
and (iii) such Common Stock is not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar
requirements;
(4) to the extent permitted by
applicable law and provided for in the applicable option agreement
or approved by the Board in its sole discretion, by
(i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of
such other lawful consideration as the Board may
determine;
(5) to the extent permitted by
applicable law and provided for in the applicable option agreement
or approved by the Board in its sole discretion, by retaining
shares of Common Stock otherwise issuable pursuant to the
Option;
(6) by any combination of the above
permitted forms of payment.
(h) No Reload Rights . No
option granted under the Plan shall contain any provision entitling
the grantee to the automatic grant of additional Options in
connection with any exercise of the original Option.
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6.
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Stock
Appreciation Rights .
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(a) General . The Board may
grant Awards consisting of a Stock Appreciation Right,
“SAR”, entitling the holder, upon exercise, to receive
an amount in Common Stock determined by reference to appreciation,
from and after the date of grant, in the fair market value of a
share of Common Stock. The date as of which such appreciation or
other measure is determined shall be the exercise date.
(b) Grants . Stock
Appreciation Rights may be granted in tandem with, or independently
of, Options granted under the Plan.
(1) Tandem Awards. When Stock
Appreciation Rights are expressly granted in tandem with Options,
(i) the Stock Appreciation Right will be exercisable only at
such time or times, and to the extent, that the related Option is
exercisable (except to the extent designated by the Board in
connection with an Acquisition Event or Change in Control Event)
and will be exercisable in accordance with the procedure required
for exercise of the related Option; (ii) the Stock
Appreciation Right will terminate and no longer be exercisable upon
the termination or exercise of the related Option, except to the
extent designated by the Board in connection with an Acquisition
Event or Change in Control Event and except that a Stock
Appreciation Right granted with respect to less than the full
number of shares covered by an Option will not be reduced until the
number of shares as to which the related Option has been exercised
or has terminated exceeds the number of shares not covered by the
Stock Appreciation Right; (iii) the Option will terminate and
no longer be exercisable upon the exercise of the related Stock
Appreciation Right; and (iv) the Stock Appreciation Right will
be transferable only with the related Option.
(2) Independent SARs. A Stock
Appreciation Right not expressly granted in tandem with an Option
will become exercisable at such time or times, and on such
conditions, as the Board may specify in the SAR Award.
(c) Grant Price . The grant
price or exercise price of a SAR shall not be less than 100% of the
Fair Market Value per share of Common Stock on the date of grant of
the SAR.
(d) Term . The term of a SAR
shall not be more than 7 years from the date of grant.
(e) Exercise . Stock
Appreciation Rights may be exercised by delivery to the Company of
a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the
Board, together with any other documents required by the
Board.
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7.
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Restricted
Stock; Restricted Stock Units Stock; Deferred Stock
Units .
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(a) General . The Board may
grant Awards entitling recipients to acquire shares of Common Stock
(“Restricted Stock”), subject to the right of the
Company to repurchase all or part of such shares at their issue
price or other stated or formula price (or to require forfeiture of
such shares if issued at no cost) from the recipient in the event
that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable restriction period
or periods established by the Board for such Award. Instead of
granting Awards for Restricted Stock, the Board may grant Awards
entitling the recipient to receive shares of Common Stock to be
delivered at the time such shares of Common Stock vest
(“Restricted Stock Units” or “Deferred Stock
Units”). (Restricted Stock, Restricted Stock Units and
Deferred Stock Units are each referred to herein as a
“Restricted Stock Award”.)
(b) Terms and Conditions for all
Restricted Stock Awards . The Board shall determine the terms
and conditions of a Restricted Stock Award, including the
conditions for vesting and repurchase (or forfeiture) and the issue
price, if any.
(c) Additional Provisions
Relating to Restricted Stock .
(1) Dividends . Participants
holding shares of Restricted Stock will be entitled to all ordinary
cash dividends paid with respect to such shares, unless otherwise
provided by the Board. If any such dividends or distributions are
paid in shares, or consist of a
dividend or distribution to holders of Common
Stock other than an ordinary cash dividend, the shares, cash or
other property will be subject to the same restrictions on
transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid. Each dividend payment
will be made no later than the end of the calendar year in which
the dividends are paid to shareholders of that class of stock or,
if later, the 15th day of the third month following the date the
dividends are paid to shareholders of that class of
stock.
(2) Stock Certificates . The
Company may require that any stock certificates issued in respect
of shares of Restricted Stock shall be deposited in escrow by the
Participant, together with a stock power endorsed in blank, with
the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary
designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by
a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.
(d) Additional Provisions Relating
to Deferred Stock Units and Restricted Stock Units.
(1) Settlement . Upon the
vesting of and/or lapsing of any other restrictions (i.e.,
settlement) with respect to each Restricted Stock Unit or Deferred
Stock Unit, the Participant shall be entitled to receive from the
Company one share of Common Stock or an amount of cash equal to the
Fair Market Value of one share of Common Stock, as provided in the
applicable Award agreement. The Board may, in its discretion,
provide that settlement of Restricted Stock Units and Deferred
Stock Units shall be deferred, on a mandatory basis or at the
election of the Participant in a manner that complies with Code
Section 409A.
(2) Voting Rights . A
Participant shall