AKAMAI TECHNOLOGIES,
INC.
Incentive Stock Option Agreement
Granted Under 1998 Stock Incentive Plan
This Incentive
Stock Option Agreement (this “Agreement”) evidences the
grant by Akamai Technologies, Inc., a Delaware corporation (the
“Company”), on «Grant_Date» (the “Grant
Date”) to «First_» «Last», an employee of
the Company (the “Participant”), of an option to
purchase, in whole or in part, on the terms provided herein and in
the Company’s Second Amended and Restated 1998 Stock
Incentive Plan (the “Plan”), a total of
«Shares_Granted_» shares (the “Shares”) of
common stock, $0.01 par value per share, of the Company
(“Common Stock”) at «Price_» per Share.
Unless earlier terminated, this option shall expire on
«Expire» (the “Final Exercise
Date”).
It is intended
that the option evidenced by this agreement shall, to the extent it
so qualifies, be an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended
and any regulations promulgated there under (the
“Code”). Schedule A hereto sets forth the number
of shares with respect to which this option qualifies as an
incentive stock option as of the date of grant. To the extent that
the option does not on the date of grant, or hereafter ceases to,
qualify as an incentive stock option, it shall be a non-qualified
stock option. Except as otherwise indicated by the context, the
term “Participant”, as used in this option, shall be
deemed to include any person who acquires the right to exercise
this option validly under its terms.
(a) “
General . This option will become exercisable
(“vest”) as to 25% of the original number of Shares on
the first anniversary of the Grant Date and as to an additional
6.25% of the original number of Shares at the end of each
successive full three-month period following the second anniversary
of the Grant Date until the fourth anniversary of the Grant
Date.
(b) “
Accelerated Vesting upon Certain Corporate Milestones . In
the event the Company achieves one of the performance targets set
forth in clauses (i) through (viii) below during or prior
to the fiscal year ending December 31, 2007 (“FY
2007”), the indicated portion of the option evidenced by this
Agreement will vest on an accelerated basis effective on the
15 th
day following the Reporting Date (as
defined below):
(i) “In
the event that the Company achieves both its Cash EPS Target (as
defined below) and its Sales Revenue Target (as defined below)
during the same fiscal year, this option will automatically vest as
to 100% of the unvested Shares outstanding as of the Reporting
Date.
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(ii) “In
the event that the Company achieves its Cash EPS Target and at
least 92.135% but less than 100% of its Sales Revenue Target during
the same fiscal year, this option will automatically vest as to 75%
of the unvested Shares outstanding as of the Reporting
Date.
(iii) “In
the event that the Company achieves its Cash EPS Target but less
than 92.135% of its Sales Revenue Target during the same fiscal
year, this option will automatically vest as to 50% of the unvested
Shares outstanding as of the Reporting Date.
(iv) “In
the event that the Company achieves at least 93.333% but less than
100% of its Cash EPS Target and 100% of its Sales Revenue Target
during the same fiscal year, this option will automatically vest as
to 75% of the unvested Shares outstanding as of the Reporting
Date.
(v) “In
the event that the Company achieves less than 93.333% of its Cash
EPS Target and 100% of its Sales Revenue Target during the same
fiscal year, this option will automatically vest as to 50% of the
unvested Shares outstanding as of the Reporting Date.
(vi) “In
the event that the Company achieves at least 93.333% but less than
100% of its Cash EPS Target and at least 92.135% but less than 100%
of its Sales Revenue Target during the same fiscal year, this
option will automatically vest as to 50% of the unvested Shares
outstanding as of the Reporting Date.
(vii) “In
the event that the Company achieves at least 93.333% but less than
100% of its Cash EPS Target but less than 92.135% of its Sales
Revenue Target during the same fiscal year, this option will
automatically vest as to 25% of the unvested Shares outstanding as
of the Reporting Date.
(viii) “In
the event that the Company achieves less than 93.333% of its Cash
EPS Target and at least 92.135% but less than 100% of its Sales
Revenue Target during the same fiscal year, this option will
automatically vest as to 25% of the unvested Shares outstanding as
of the Reporting Date.
The following
definitions shall apply to this Section 2(b):
(A) “Cash
EPS Target” shall mean the Company shall have earned annual
earnings per diluted share (on a fiscal year basis) calculated in
accordance with generally accepted accounting principles in the
United States of America excluding non-cash charges (e.g., income
taxes, equity compensation expense and amortization of acquired
intangible assets) of at least $XXXX per share as reported,
(y) for so long as the Company is required to make periodic
reports under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in the Company
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