Common use of Effect of a Change in Control Event Clause in Contracts

Effect of a Change in Control Event. (1) If there is a Change of Control Event prior to December 31, 2013, the RSUs shall vest as of the closing date of the Change of Control Event and Participant shall be entitled to receive a pro rated number of Shares based on the amount of time elapsed between the Grant Date and December 31, 2013. The number of Shares issuable in respect of vested RSUs, if any, shall be calculated based on a pro forma Actual Percentage of Targets calculated as follows: (i) If the Change of Control Event occurs in 2011, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results during the twelve-month period ending on the last day of the most recently reported fiscal quarter prior to the closing date of the Change of Control Event. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (ii) If the Change of Control Event occurs in 2012, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results for fiscal year 2011. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (iii) If the Change of Control Event occurs in 2013, Revenue and Normalized EPS shall be calculated based on the cumulative Revenue and Normalized EPS results for fiscal years 2011 and 2012 plus an amount equal to the Revenue and Normalized EPS for 2013 that would result if the rate of growth (loss) for Revenue and Normalized EPS, respectively, between 2011 and 2012 were to continue for 2013. Such sums shall be used for calculating the Actual Percentage of Targets. Once the pro forma Actual Percentage of Targets has been determined and the number of Shares, if any, that would have been issuable in respect of the RSUs on the 2013 Reporting Date (the “Pro Forma Distribution Amount”) calculated, the actual number of Shares issuable shall be adjusted proportionally based on the percentage of the three-year calculation period that has elapsed as of the closing date of the Change of Control Event (e.g., if the closing date of the Change in Control Event were April 1, 2012, the number of Shares issuable would be 41.7% (15 months/36 months) of the total Pro Forma Distribution Amount). (2) If (i) there is a Change of Control Event between January 1, 2014 and September 30, 2014; (ii) Participant meets the requirements of Paragraph 2(c) of this Agreement as of immediately prior to the Change of Control Event and (iii) Participant’s employment is terminated by the surviving entity in the Change of Control transaction at any time during the period between the Change of Control Event and October 1, 2014 for any reason other than for Cause (as defined below), then the entire portion of the Vesting Amount that had not vested prior to Participation’s termination shall vest in full as of the effective date of Participant’s termination. For purposes of this Agreement, “Cause” shall mean (a) any act or omission by Participant that has an adverse effect on Akamai’s business or on the employee’s ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (b) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism. Whether a Participant has been terminated for “Cause” shall be determined in the sole discretion of the Company’s management or, in the case of an executive officer, the Board of Directors or a committee thereof.

Effect of a Change in Control Event. (1) If there is a Change of Control Event prior to December 31, 20132011, the RSUs shall vest as of the closing date of the Change of Control Event and Participant shall be entitled to receive a pro rated number of Shares based on the amount of time elapsed between the Grant Date and December 31, 20132011. The number of Shares issuable in respect of vested RSUs, if any, shall be calculated based on a pro forma Actual Percentage of Targets calculated as follows: (i) If the Change of Control Event occurs in 20112009, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results during the twelve-month period ending on the last day of the most recently reported fiscal quarter prior to the closing date of the Change of Control Event. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (ii) If the Change of Control Event occurs in 20122010, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results for fiscal year 20112009. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (iii) If the Change of Control Event occurs in 20132011, Revenue and Normalized EPS shall be calculated based on the cumulative Revenue and Normalized EPS results for fiscal years 2011 2009 and 2012 2010 plus an amount equal to the Revenue and Normalized EPS for 2013 2011 that would result if the rate of growth (loss) for Revenue and Normalized EPS, respectively, between 2011 2009 and 2012 2010 were to continue for 20132011. Such sums shall be used for calculating the Actual Percentage of Targets. Once the pro forma Actual Percentage of Targets has been determined and the number of Shares, if any, that would have been issuable in respect of the RSUs on the 2013 2011 Reporting Date (the “Pro Forma Distribution Amount”) calculated, the actual number of Shares issuable shall be adjusted proportionally based on the percentage of the three-year calculation period that has elapsed as of the closing date of the Change of Control Event (e.g., if the closing date of the Change in Control Event were April 1, 20122010, the number of Shares issuable would be 41.7% (15 months/36 months) of the total Pro Forma Distribution Amount). (2) If (i) there is a Change of Control Event between January 1, 2014 2012 and September 30, 20142012; (ii) Participant meets the requirements of Paragraph 2(c) of this Agreement as of immediately prior to the Change of Control Event and (iii) Participant’s employment is terminated by the surviving entity in the Change of Control transaction at any time during the period between the Change of Control Event and October 1, 2014 2012 for any reason other than for Cause (as defined below), then the entire portion of the Vesting Amount that had not vested prior to Participation’s termination shall vest in full as of the effective date of Participant’s termination. For purposes of this Agreement, “Cause” shall mean (a) any act or omission by Participant that has an adverse effect on Akamai’s business or on the employee’s ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (b) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism. Whether a Participant has been terminated for “Cause” shall be determined in the sole discretion of the Company’s management or, in the case of an executive officer, the Board of Directors or a committee thereof.

Effect of a Change in Control Event. (1) If there is a Change of Control Event prior to December 31, 201320__, the RSUs shall vest as of the closing date of the Change of Control Event and Participant shall be entitled to receive a pro rated number of Shares based on the amount of time elapsed between the Grant Date and December 31, 201320__. The number of Shares issuable in respect of vested RSUs, if any, shall be calculated based on a pro forma Actual Percentage of Targets calculated as follows: (i) If the Change of Control Event occurs in 201120__, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results during the twelve-month period ending on the last day of the most recently reported fiscal quarter prior to the closing date of the Change of Control Event. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (ii) If the Change of Control Event occurs in 201220__, Revenue and Normalized EPS shall be calculated based on the Company’s Revenue and Normalized EPS results for fiscal year 201120__. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (iii) If the Change of Control Event occurs in 201320__, Revenue and Normalized EPS shall be calculated based on the cumulative Revenue and Normalized EPS results for fiscal years 2011 20__ and 2012 20__ plus an amount equal to the Revenue and Normalized EPS for 2013 20__ that would result if the rate of growth (loss) for Revenue and Normalized EPS, respectively, between 2011 20__ and 2012 20__ were to continue for 201320__. Such sums shall be used for calculating the Actual Percentage of Targets. Once the pro forma Actual Percentage of Targets has been determined and the number of Shares, if any, that would have been issuable in respect of the RSUs on the 2013 20__ Reporting Date (the “Pro Forma Distribution Amount”) calculated, the actual number of Shares issuable shall be adjusted proportionally based on the percentage of the three-year calculation period that has elapsed as of the closing date of the Change of Control Event (e.g., if the closing date of the Change in Control Event were April 1, 201220__, the number of Shares issuable would be 41.7% (15 months/36 months) of the total Pro Forma Distribution Amount). (2) If (i) there is a Change of Control Event between January 1, 2014 20__ and September 30, 201420__; (ii) Participant meets the requirements of Paragraph 2(c) of this Agreement as of immediately prior to the Change of Control Event and (iii) Participant’s employment is terminated by the surviving entity in the Change of Control transaction at any time during the period between the Change of Control Event and October 1, 2014 20__ for any reason other than for Cause (as defined below), then the entire portion of the Vesting Amount that had not vested prior to Participation’s termination shall vest in full as of the effective date of Participant’s termination. For purposes of this Agreement, “Cause” shall mean (a) any act or omission by Participant that has an adverse effect on Akamai’s business or on the employee’s ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (b) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism. Whether a Participant has been terminated for “Cause” shall be determined in the sole discretion of the Company’s management or, in the case of an executive officer, the Board of Directors or a committee thereof.

Effect of a Change in Control Event. (1) If there is a Change of Control Event prior to December 31, 20132009, the RSUs shall vest as of the closing date of the Change of Control Event and Participant shall be entitled to receive a pro rated number of Shares based on the amount of time elapsed between the Grant Date and December 31, 20132009. The number of Shares issuable in respect of vested RSUs, if any, shall be calculated based on a pro forma Actual Percentage of Targets calculated as follows: (i) If the Change of Control Event occurs in 20112007, Revenue and Normalized EPS shall be calculated based on the Company’s 's Revenue and Normalized EPS results during the twelve-month period ending on the last day of the most recently reported fiscal quarter prior to the closing date of the Change of Control Event. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (ii) If the Change of Control Event occurs in 20122008, Revenue and Normalized EPS shall be calculated based on the Company’s 's Revenue and Normalized EPS results for fiscal year 20112007. Such numbers shall then be multiplied by three for purposes of calculating the Actual Percentage of Targets. (iii) If the Change of Control Event occurs in 20132009, Revenue and Normalized EPS shall be calculated based on the cumulative Revenue and Normalized EPS results for fiscal years 2011 2007 and 2012 2008 plus an amount equal to the Revenue and Normalized EPS for 2013 2009 that would result if the rate of growth (loss) for Revenue and Normalized EPS, respectively, between 2011 2007 and 2012 2008 were to continue for 20132009. Such sums shall be used for calculating the Actual Percentage of Targets. Once the pro forma Actual Percentage of Targets has been determined and the number of Shares, if any, that would have been issuable in respect of the RSUs on the 2013 2009 Reporting Date (the “"Pro Forma Distribution Amount”") calculated, the actual number of Shares issuable shall be adjusted proportionally based on the percentage of the three-year calculation period that has elapsed as of the closing date of the Change of Control Event (e.g., if the closing date of the Change in Control Event were April 1, 20122008, the number of Shares issuable would be 41.7% (15 months/36 months) of the total Pro Forma Distribution Amount). (2) If (i) there is a Change of Control Event between January 1, 2014 2010 and September 30, 20142010; (ii) Participant meets the requirements of Paragraph 2(c) of this Agreement as of immediately prior to the Change of Control Event and (iii) Participant’s 's employment is terminated by the surviving entity in the Change of Control transaction at any time during the period between the Change of Control Event and October 1, 2014 2010 for any reason other than for Cause (as defined below), then the entire portion of the Vesting Amount that had not vested prior to Participation’s 's termination shall vest in full as of the effective date of Participant’s 's termination. For purposes of this Agreement, “"Cause” " shall mean (a) any act or omission by Participant that has an adverse effect on Akamai’s 's business or on the employee’s 's ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (b) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism. Whether a Participant has been terminated for “"Cause” " shall be determined in the sole discretion of the Company’s 's management or, in the case of an executive officer, the Board of Directors or a committee thereof.