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EXHIBIT 10.26
AKAMAI TECHNOLOGIES, INC.
Incentive Stock Option Agreement Granted Under
Second Amended and Restated 1998 Stock Incentive Plan, as
Amended
1. Grant of Option.
This
Incentive Stock Option Agreement (this "Agreement") evidences
the
grant by Akamai Technologies, Inc., a
Delaware corporation (the "Company"), on
January 4, 2005 (the "Grant Date") to Paul
Sagan, 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, as amended (the "Plan") a
total of 250,000 shares (the "Shares")
of common stock, $0.01 par value per share,
of the Company ("Common Stock") at
$12.20 per Share. Unless earlier
terminated, this option shall expire on January
4, 2015 (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"). Under the terms
of the Code, all or a portion of this
option may not qualify as an incentive
stock option. 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. 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.
2. Vesting Schedule.
(a)
General. Subject
to the terms and conditions set forth in this
Agreement, including the accelerated
vesting provisions set forth in Sections
2(b), (c) and (d) below, 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 first anniversary of the Grant
Date until the fourth anniversary of the
Grant Date.
(b)
Accelerated
Vesting Upon a Change in Control Event. If within twelve
months following a Change in Control Event,
Mr. Sagan terminates his employment
for Good Reason, the number of shares as to
which this option has vested under
Section 2(a) shall be increased by the
number of shares determined by a
calculation pursuant to Section 2(a) as
though the Grant Date were the date that
is two years prior to the Grant Date.
(c)
Accelerated
Vesting Upon a Termination Without Cause.
(i)
If, on or prior
to December 31, 2005, Mr. Sagan's employment with
the
Company is involuntarily terminated for any reason other than
Cause,
the number
of shares as to which this option has vested under Section 2(a)
shall be
increased by the number of shares determined by a calculation
pursuant
to Section 2(a) as though the Grant Date were the date that is
18
months
prior to the Grant Date.
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(ii)
If, during 2006, Mr.
Sagan's employment with the Company is
involuntarily terminated for any reason other than Cause, the
number of
shares as
to which this option has vested under Section 2(a) shall be
increased
by the number of shares determined by a calculation pursuant to
Section
2(a) as though the Grant Date were the date that is 12 months
prior to
the Grant Date.
(iii) If,
during 2007, Mr. Sagan's employment with the Company is
involuntarily terminated for any reason other than Cause, the
number of
shares as
to which this option has vested under Section 2(a) shall be
increased
by the number of shares determined by a calculation pursuant to
Section
2(a) as though the Grant Date were the date that is 6 months
prior
to the
Grant Date.
(d)
Acceleration
Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is
an Eligible Participant and the
Company has not terminated such
relationship for "Cause" as specified in
paragraph (e) below, 100% of the unvested
Shares shall automatically become
vested as of the date of death, in the case
of death, or final determination of
disabled status, in the case of
disability.
(e)
Cumulative. The
right of exercise in Sections 2(b), (c) and (d)
hereof shall be cumulative so that to the
extent the option is not exercised in
any period to the maximum extent
permissible it shall continue to be
exercisable, in whole or in part, with
respect to all shares for which it is
vested until the earlier of the Final
Exercise Date or the termination of this
option under Section 3 hereof or the
Plan.
(f)
Definitions.
(i)
Cause shall mean
willful misconduct by the Participant or willful
failure by
the Participant to perform his responsibilities to the Company
[including, without limitation, breach by the Participant of any
provision
of (A)
that certain Invention and Non-Disclosure Agreement, dated
October
28, 1998,
by and between the Company and the Participant (the "Invention
Agreement"), (B) that certain Non-Competition and
Non-Solicitation
Agreement,
dated October 28, 1998, by and between the Company and the
Participant (the "Non-Competition Agreement"), (C) that certain
offer
letter
agreement dated January 4, 2005 between the Company and the
Participant (the "Employment Agreement") or (D) any other
employment,
consulting, advisory, nondisclosure, non-competition or other
similar
agreement
between the Participant and the Company)], or a willful
violation
of Company policies including, without limitation, the Code of
Business
Ethics (or successor policy), in any instance as determined by
the Board
of Directors of the Company, which determination shall be
conclusive. The Participant shall be considered to have been
discharged
for
"Cause" if the Company makes a preliminary determination, within
30
days after
the Participant's resignation, that discharge for cause was
warranted,
provided that, prior to making any final determination of
discharge
for Cause, the Company gives the Participant reasonable notice
and
opportunity to be heard. In addition, if the Participant
resigns,
signs a
release with the Company,
