Exhibit
10.2
AKAMAI TECHNOLOGIES,
INC.
Non-Qualified Stock Option
Agreement
Granted Under 2009 Stock
Incentive Plan
This Non-Qualified 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
«Exercise_Price» 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 not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the
“Code”). 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), notwithstanding
anything to the contrary 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) 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.
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(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 op
