<PAGE>
Exhibit 99.1
AKAMAI TECHNOLOGIES, INC.
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 January 16, 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 Second
Amended and
Restated 1998 Stock Incentive Plan (the "Plan"). Each RSU
represents the right
to receive one share of the common stock, par value $.01 per share,
of the
Company ("Common Stock") as provided in this Agreement. The shares
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.
Subject to the terms and conditions of this Agreement and provided
that the
Participant continues to provide services until the Vesting Date
(as defined
below):
(a) This award shall vest as to one-third of the original number
of
RSUs annually on the second business day following the date on
which the Company
releases its earnings results for the preceding fiscal year in the
event that
the Company achieved the following revenue metrics for the
applicable fiscal
year:
<TABLE>
<S>
<C>
2007 $[**]
2008 $[**]
2009 $[**]
</TABLE>
The date on which RSUs vest may be referred to herein as the
"Vesting Date." If
the Company does not meet the applicable revenue metric during a
fiscal year,
the 33% of RSUs eligible for vesting in connection therewith shall
be forfeited.
(b) 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.
(c) 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, other than "Cause" (as defined below), then the number
of RSUs which
shall be vested shall be the number that are vested as of the date
of actual
termination. For purposes of this Section 2, "Cause" shall mean
unsatisfactory
job performance (as determined by the Company), willful misconduct,
fraud, gross
negligence, disobedience or dishonesty. In the event that the
Participant's
employment with the Company is terminated for Cause, all unvested
RSUs shall be
forfeited effective as of the date of termination.
(d) For purposes of this Agreement, employment with the Company
shall
include employment with a parent, subsidiary, affiliate or division
of the
Company.
<PAGE>
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
after a Vesting
Date but before distribution of the corresponding Shares), the
Shares of Common
Stock represented by RSUs that vested on such vesting date as soon
as
administratively practicable after each Vesting Date (each such
date of
distribution is hereinafter referred to as a "Settlement Date") but
in any event
within the period ending on the later to occur of the date that is
75 days from
the end of (i) Participant's tax year that includes the applicable
Vesting Date
or (ii) the Company's tax year that includes the applicable Vesting
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), each RSU
shall become
exercisable, realizable or vested as to number of RSUs as would be
vested
pursuant to Section 2(a) as though the Grant Date were the date
that is one year
prior to the Grant Date.
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
-2-
<PAGE>
Unit award, including the grant and vesting of the Restricted Stock
Units, the
receipt of cash or any 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
