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EXHIBIT 99.2
AKAMAI TECHNOLOGIES, INC.
Performance Share Restricted Stock Unit Agreement
Granted Under the Second Amended and Restated 1998 Stock Incentive
Plan
1.
Grant of Award.
This
Agreement evidences the grant by Akamai Technologies, Inc., a
Delaware
corporation (the "Company") on ___________, 2007 (the "Grant Date")
to
____________ (the "Participant") of restricted stock units of the
Company
(individually, an "RSU" and collectively, the "RSUs"), subject to
the terms and
conditions set forth in this Agreement and the Company's Second
Amended and
Restated 1998 Stock Incentive Plan (the "Plan"). Each RSU
represents the right
to receive a number of shares of common stock, par value $.01 per
share ("Common
Stock"), of the Company calculated pursuant to Section 2 of this
Agreement. The
minimum number of shares issuable is zero; the maximum number of
shares issuable
is equal to 300% of the number of shares issuable in respect of the
other
Restricted Stock Unit Agreement entered into by the Participant and
Employee on
the Grant Date above (the "Maximum RSU Bonus Award"). The shares,
if any, of
Common Stock that are issuable upon vesting of the RSUs are
referred to in this
Agreement as "Shares." Capitalized terms used but not defined in
this Agreement
shall have the meanings specified in the Plan.
2.
Vesting; Forfeiture.
(a) Subject to the terms and conditions of this Agreement
including,
without limitation, Paragraph 2(c) below, this award shall vest on
the 2009
Reporting Date if, and to the extent that, the Company achieves the
financial
performance criteria set forth in Schedule 1 to this Agreement.
Such date may be
referred to herein as a "Vesting Date."
(b) The "2009 Reporting Date" shall mean the date on which the
Company
files its annual Public Company Financial Statements for fiscal
year 2009 or
completes its annual Private Company Financial Statements for
fiscal year 2009,
as applicable. If, on December 31, 2009, the Company is required to
make
periodic reports under the Securities Exchange Act of 1934, as
amended (the
"Exchange Act"), the Company's consolidated financial statements
filed with the
Securities and Exchange Commission on Form 10-K shall constitute
its "Public
Company Financial Statements" and shall apply. If, on December 31,
2009, the
Company is not required to make periodic reports under the Exchange
Act, the
Company's regularly prepared annual audited financial statements
prepared by
management shall be its "Private Company Financial Statements" and
shall apply.
The applicable financial statements may be referred to herein as
the "2009
Financial Statements."
(c) Except as otherwise provided in this Section 2, RSUs shall
not
continue to vest unless the Participant is, and has been at all
times since the
Grant Date, an employee, officer or director of, or consultant or
advisor to,
the Company.
(d) In the event that the Participant's employment with the
Company
ceases or is terminated for any reason, including by reason of
death or
disability, before December 31, 2009, then nothing shall be vested
unless a
Change of Control Event (as defined in the Plan) has occurred prior
thereto. If
the Participant dies or becomes disabled between December 31, 2009
and the 2009
Reporting Date, he or she shall be deemed to have been employed as
of the 2009
Reporting Date.
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(a) For purposes of this Agreement, employment with the Company
shall
include employment with a parent, subsidiary, affiliate or division
of the
Company.
3.
Distribution of Shares.
(a) The Company will distribute to the Participant (or to the
Participant's estate in the event that his or her death occurs on
or after
December 31, 2009) the Shares of Common Stock represented by vested
RSUs as
follows within 30 days of the 2009 Reporting Date.
(b) The Company shall not be obligated to issue to the Participant
the
Shares upon the vesting of any RSU (or otherwise) unless the
issuance and
delivery of such Shares shall comply with all relevant provisions
of law and
other legal requirements including, without limitation, any
applicable federal
or state securities laws and the requirements of any stock exchange
upon which
shares of Common Stock may then be listed.
4.
Restrictions on Transfer.
The
Participant shall not sell, assign, transfer, pledge, hypothecate
or
otherwise dispose of, by operation of law or otherwise
(collectively "transfer")
any RSUs, or any interest therein, except by will or the laws of
descent and
distribution.
5.
Dividend and Other Shareholder Rights.
Except as set forth in the Plan, neither the Participant nor any
person
claiming under or through the Participant shall be, or have any
rights or
privileges of, a stockholder of the Company in respect of the
Shares issuable
pursuant to the RSUs granted hereunder until the Shares have been
delivered to
the Participant.
6.
Provisions of the Plan; Acquisition Event or Change in Control
Event.
(a) This Agreement is subject to the provisions of the Plan, a copy
of
which is made available to the Participant with this Agreement.
(b) Upon the occurrence of an Acquisition Event (as defined in
the
Plan) that is not a Change in Control Event (as defined in the
Plan), each RSU
(whether vested or unvested) shall inure to the benefit of the
Company's
successor and shall apply to the cash, securities or other property
which the
Common Stock was converted into or exchanged for pursuant to such
Acquisition
Event in the same manner and to the same extent as they applied to
the Common
Stock subject to such RSU.
(c) Upon the occurrence of a Change in Control Event (regardless
of
whether such event also constitutes an Acquisition Event), vesting
of each RSU
shall be determined in accordance with the provisions of Schedule 1
to this
Agreement.
7.
Withholding Taxes.
(a) Regardless of any action the Company or the Participant's
employer
("Employer") takes with respect to any or all income tax, social
insurance,
payroll tax, payment on account or other tax-related withholding
("Tax-Related
Items"), the Participant acknowledges that the ultimate liability
for all
Tax-Related Items legally due by him or her is and remains the
Participant's
responsibility and that the Company and/or the Employer (1) make
no
representations or undertakings regarding the treatment of any
Tax-Related Items
in connection with any aspect of the Restricted Stock Unit award,
including the
grant and vesting of the Restricted Stock Units, the receipt of
cash or any
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dividends or dividend equivalents; and (2) do not commit to
structure the terms
of the award or any aspect of the Restricted Stock Units to reduce
or eliminate
the Participant's liability for Tax-Related Items.
(b) In the event that the Company, subsidiary, affiliate or
division
is required to withhold any Tax-Related Items as a result of the
award or
vesting of the Restricted Stock Units, or the receipt of cash or
any dividends
or dividend equivalents, the Participant shall pay or make adequate
arrangements
satisfactory to the Company, subsidiary, affiliate or division to
satisfy all
withholding and payment on account obligations of the Company,
subsidiary,
affiliate or division. The obligations of the Company under this
Agreement,
including the delivery of shares upon vesting, shall be conditioned
on
compliance by the Participant with this Section 7. In this regard,
the
Participant authorizes the Company and/or the Employer to withhold
all
applicable Tax-Related Items legally payable by the Participant
from his or her
wages or other cash compensation paid to the Participant by the
Company and/or
the Employer. Alternatively, or in addition, if permissible under
local law, the
Company may withhold in shares of Common Stock an amount of shares
sufficient to
cover the Participant's tax liability.
(c) The Participant will pay to the Company or the Employer any
amount
of Tax-Related Items that the Company or the Employer may be
required to
withhold as a result of the Participant's participation in the Plan
or the
Participant's award that cannot be satisfied by the means
previously described.
(d) As a condition to receiving any Shares, on the date of this
Agreement, Participant must execute the Irrevocable Standing Order
to Sell
Shares attached hereto, which authorizes the Company and Charles
Schwab & Co.,
Inc. (or such substitute brokerage firm as is contracted to manage
the Company's
employee equity award program, the "Broker") to take the actions
described in
Section 7(b) and this Section 7(d) (the "Standing Order").
(e) Participant understands and agrees that the number of Shares
that
the Broker will sell will be based on the closing price of the
Common Stock on
the last trading day before the applicable Vesting Date. The
Participant agrees
to execute and deliver such documents, instruments and certificates
as may
reasonably be required in connection with the sale of the Shares
pursuant to
this Section 7.
(f) Participant agrees that the proceeds received from the sale
of
Shares pursuant to Section 7(d) will be used to satisfy the
Tax-Related Items
and, accordingly, Participant hereby authorizes the Broker to pay
such proceeds
to the Company for such purpose. Participant understands that to
the extent that
the proceeds obtained by such sale exceed the amount necessary to
satisfy the
Tax-Related Items, such excess proceeds shall be deposited into the
Participants
account with Broker. Participant further understands that any
remaining Shares
shall be deposited into such account.
(g) The Participant represents to the Company that, as of the
date
hereof, he is not aware of any material nonpublic information about
the Company
or the Common Stock. The Participant and the Company have
structured this
Agreement to constitute a "binding contract" relating to the sale
of Common
Stock pursuant to this Section 7, consistent with the affirmative
defense to
liability under Section 10(b) of the Securities Exchange Act of
1934 under Rule
10b5-1(c) promulgated under such Act.
8.
Miscellaneous.
(a) No Rights to Employment. The Participant acknowledges and
agrees
that the vesting of the RSUs pursuant to Section 2 hereof is earned
only by
continuing service as an employee at the will of the Company (not
through the
act of being hired or purchasing shares hereunder). The Participant
further
acknowledges and agrees that the transactions contemplated
hereunder and the
vesting schedule set forth herein do not constitute an express or
implied
promise of continued engagement as an employee or consultant for
the vesting
period, for any period, or at all.
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(b) Severability. The invalidity or unenforceability of any
provision
of this Agreement shall not affect the validity or enforceability
of any other
provision of this Agreement, and each other provision of this
Agreement shall be
severable and enforceable to the extent permitted by law.
(c) Waiver. Any provision for the b
