Exhibit
10.1
AKAMAI TECHNOLOGIES,
INC.
Incentive Stock Option
Agreement
Granted Under 2009 Stock
Incentive Plan
This Incentive Stock Option
Agreement (this “Agreement”) evidences the grant by
Akamai Technologies, Inc., a Delaware corporation (the
“Company”), on
(the “Grant Date”) to
,
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 2009 Stock Incentive Plan (the
“Plan”), a total of
shares (the “Shares”) of common stock, $0.01 par value
per share, of the Company (“Common Stock”) at
$ per
Share. Unless earlier terminated, this option shall expire on the
seventh anniversary of the Grant Date (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.
(a) General . 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. For purposes of this Section 2(a) the Vesting
Start Date shall be the Grant Date.
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.
(a) 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
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ISO – NQ AGREEMENT
“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 Company as defined in Section 424(e) or
(f) of the Code (an “Eligible
Participant”).
(c) Termination of Relationship
with the Company . If the Participant ceases to be an Eligible
Participant for any
