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Exhibit
10.29
AKAMAI TECHNOLOGIES,
INC.
Incentive Stock Option
Agreement
Granted Under 1998 Stock
Incentive Plan
1. Grant of Option .
This Incentive Stock Option
Agreement (this “Agreement”) evidences the grant by
Akamai Technologies, Inc., a Delaware corporation (the
“Company”), on February 8, 2008 (the “Grant
Date”) to Robert W. Hughes, 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 30,000 shares (the
“Shares”) of common stock, $0.01 par value per share,
of the Company (“Common Stock”) at $32.34 per Share.
Unless earlier terminated, this option shall expire on
February 7, 2018 (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.
2. Vesting Schedule .
(a) General . This
option will become exercisable (“vest”) as to 33% of
the Shares on each of the second, third and fourth anniversary of
the Grant Date. For purposes of this Section 2(a) the Vesting
Start Date shall be February 8, 2008.
The right of exercise 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.
(b) Change in Control
. Upon a Change in Control Event (as defined in the Plan), the
number of Shares as to which this option has vested shall be
calculated pursuant to Section 2(a) as though the Grant Date
were the date that is one year prior to the Grant Date.
Page 1 of 5
ISO – NQ AGREEMENT
3. Exercise of Option
.
(a) Form of Exercise .
In order to exercise this option, the Participant shall notify the
Company’s third-party stock option plan administrator,
Charles Schwab & Co., or any successor appointed by the
Company (the “Plan Administrator”), of the
Participant’s intent to exercise this option, and shall
follow the procedures established by the Plan Administrator for
exercising stock options under the Plan and provide payment in full
in the manner provided in the Plan. The Participant may purchase
less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional
share.
(b) Continuous
Relationship with the Company Required . Except as otherwise
provided in this Section 3, this option may not be exercised
unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an
employee, officer or director of, or consultant or advisor to, the
Company or any parent or subsidiary of the Com
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