Exhibit
10.6
AKAMAI TECHNOLOGIES,
INC.
Deferred Stock Unit Agreement
Under
2009 Stock Incentive Plan
This DEFERRED STOCK UNIT AGREEMENT
(the “Agreement”) is entered into as of
,
(the “Grant
Date”), between Akamai Technologies, Inc., a Delaware
corporation (the “Company”), and
(the “Grantee”).
For valuable consideration, receipt
of which is acknowledged, the parties hereto agree as
follows:
1. Grant of Award
. The Company hereby
grants to Grantee, and Grantee hereby accepts from the Company,
subject to the terms and conditions set forth in this Agreement and
in the Company’s 2009 Stock Incentive Plan (the
“Plan”),
deferred stock units of the Company (the “DSUs”). Each
DSU represents the right to receive one share of the
Company’s Common Stock, par value $.01 per share
(“Common Stock”), subject to the terms and conditions
set forth in this Agreement and the Plan. The shares of Common
Stock that are issuable upon vesting of the DSUs are referred to in
this Agreement as “Shares.” Subject to the provisions
of Section 2(b) hereof, this award of DSUs is irrevocable and
is intended to conform in all respects with the Plan.
2. Vesting
.
(a) Regular Vesting . Except
as otherwise provided in the Plan or this Section 2, the DSUs
will vest as follows: 50% shall vest on first anniversary of the
Grant Date, and the remaining 50% shall vest in equal installments
of 12.5% on a quarterly basis thereafter.
(b) Forfeiture . Vesting in
any of the DSUs pursuant to subsection (a) above is contingent
upon the continuation of Grantee’s service as a Director of
the Company. In the event that Grantee ceases to be a Director of
the Company for any reason or no reason, including but not limited
to Grantee’s voluntary resignation, death, or failure to be
nominated for election, or to be elected, as a Director, all
vesting shall cease as of the date of Grantee’s cessation of
service as a Director. Unvested DSUs will be immediately forfeited
as of such date and neither Grantee nor its estate will have any
further rights to such unvested DSUs or the Shares represented by
those forfeited DSUs.
(c) Change of Control . Upon
a Change in Control Event (as defined in the Plan), the number of
DSUs which are considered vested shall be calculated pursuant to
Section 2(a) as though the Grant Date were the date that is
one year prior to the actual Grant Date.
3. Distribution of Shares
.
(a) Distribution Upon Vesting
. Unless Grantee has made a proper deferral election pursuant to
Section 3(b) below, the Company will distribute to Grantee (or
to Grantee’s estate in the event that his or her death occurs
after a vesting date but before distribution of the corresponding
Shares), within thirty (30) days after each vesting date, the
Shares of Common Stock represented by DSUs that vested on such
vesting date. If Grantee has elected to defer receipt of only a
portion of the Shares distributable on a vesting date pursuant to
Section 3(b) below, within thirty (30) days after such
vesting date, the Company will distribute to Grantee the Shares of
Common Stock represented by DSUs that vested on such vesting date
and as to which distribution was not deferred. No fractional Shares
will be issued.
1
(b) Deferral of Distributions
. Notwithstanding the distribution dates specified in
Section 3(a) above, if the Grantee has previously elected, by
providing written notice to the Vice President of Human Resources
of the Company on or before December 31 of the year preceding
the date of this Agreement to defer receipt of all or a portion of
the Shares represented by the DSUs scheduled to vest on such
vesting date until a date (the “Deferred Distribution
Date”) that is at least one year following the scheduled
vesting date but not more than ten (10) years following the
Grant Date. If Grantee elects to defer receipt of all or a portion
of the Shares, Grantee must also specify how Grantee wishes the
Shares to be distributed in the event of a Change in Control of the
Company (i.e., whether Shares are to be distributed upon the
effectiveness of the Change in Control or whether the Shares or
rights attendant thereto are to be received in accordance with the
deferral election). Each election made pursuant to their
Section 3(b) shall be irrevocable and not subject to further
deferral.
(c) Compliance with Law . The
Company shall not be obligated to issue to Grantee the Shares upon
the vesting
