Exhibit
10.14
AKAMAI TECHNOLOGIES,
INC.
Restricted Stock Unit
Agreement
Granted Under the 2006 Stock
Incentive Plan
1. Grant of Award
.
This Agreement evidences the grant
by Akamai Technologies, Inc., a Delaware corporation (the
“Company”) on
,
20 (the “Grant Date”) to you
(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 Restricted
Stock Unit Agreement (the “Agreement”) and the 2006
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 33%
of the original number of RSUs on the first anniversary of the
Grant Date and as to an additional 8.375% of the original number of
RSUs at the end of each successive full three-month period
thereafter; provided, however, that if any of the foregoing dates
is not a business day, then vesting shall occur on the next
succeeding business day. The date on which RSUs vest may be
referred to herein as the “Vesting Date.”
(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.
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 two and one-half
months 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.
(c) Neither the Company nor the
Participant shall have the right to accelerate or defer the deliver
of any shares under this Agreement except to the extent
specifically permitted under Section 409A of the Internal
Revenue Code of 1986, as amended.
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 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.
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(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
