Exhibit 10.29
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AKAMAI TECHNOLOGIES, INC.
Deferred Stock Unit Agreement Under
Second Amended and Restated 1998 Stock Incentive Plan, as amended
This DEFERRED STOCK UNIT AGREEMENT (the "Agreement") is entered into as of
______________, 2003 (the "Grant Date"), between Akamai Technologies, Inc., a
Delaware corporation (the "Company"), and ________________________ (the
"Grantee").
For valuable consideration, receipt of which is acknowledged, the parties
hereto agree as follows:
1. GRANT OF AWARD. The Company hereby grants to Grantee, and Grantee hereby
accepts from the Company, subject to the terms and conditions set forth in this
Agreement and in the Company's Second Amended and Restated 1998 Stock Incentive
Plan, as amended (the "Plan"), ________ deferred stock units of the Company (the
"DSUs"). Each DSU represents the right to receive one share of the Company's
Common Stock, par value $.01 per share ("Common Stock"), subject to the terms
and conditions set forth in this Agreement and the Plan. The shares of Common
Stock that are issuable upon vesting of the DSUs are referred to in this
Agreement as "Shares." Subject to the provisions of Section 2(b) hereof, this
award of DSUs is irrevocable and is intended to conform in all respects with the
Plan.
2. VESTING.
(a) Regular Vesting. Except as otherwise provided in the Plan or this
Section 2, the DSUs will vest in three equal installments on the first, second
and third anniversaries of the Grant Date.
(b) Forfeiture. Vesting in any of the DSUs pursuant to subsection (a) above
is contingent upon the continuation of Grantee's service as a Director of the
Company. In the event that Grantee ceases to be a Director of the Company for
any reason or no reason, including but not limited to Grantee's voluntary
resignation, death, or failure to be nominated for election, or to be elected,
as a Director, all vesting shall cease as of the date of Grantee's cessation of
service as a Director. Unvested DSUs will be immediately forfeited as of such
date and neither Grantee nor its estate will have any further rights to such
unvested DSUs or the Shares represented by those forfeited DSUs.
(c) Change of Control. Upon a Change in Control Event (as defined in the
Plan), the number of DSUs which are considered vested shall be calculated
pursuant to Section 2(a) as though the Grant Date were the date that is one year
prior to the actual Grant Date.
3. DISTRIBUTION OF SHARES.
(a) Distribution Upon Vesting. Unless Grantee has made a proper deferral
election pursuant to Section 3(b) below, the Company will distribute to Grantee
(or to Grantee's estate in the event that his or her death occurs after a
vesting date but before distribution of the corresponding Shares), as soon as
administratively practicable after each vesting date, the Shares of Common Stock
represented by DSUs that vested on such vesting date. If Grantee has elected to
defer receipt of only a portion of the Shares distributable on a vesting date
pursuant to Section 3(b) below, as soon as administratively practicable after
such vesting date, the Company will distribute to Grantee the Shares of Common
Stock represented by DSUs that vested on such vesting date and as to which
distribution was not deferred. No fractional Shares will be issued.
(b) Deferral of Distributions. Notwithstanding the distribution dates
specified in Section 3(a) above, Grantee may elect, by providing written notice
to the Vice President of Human Resources of the Company not less than ninety
(90) days prior to a scheduled vesting date, to defer receipt of all or a
portion of the Shares represented by the DSUs scheduled to vest on such vesting
date until a date (the "Deferred Distribution Date") that is at least one year
following the scheduled vesting date but not more than ten (10) years following
the Grant Date. Grantee may also subsequently elect to postpone further receipt
of Shares scheduled to be delivered on a Deferred Distribution Date by providing
written notice to the Vice President of Human Resources of the Company not less
than ninety (90) days prior to such Deferred Distribution Date. Such subsequent
deferral may only be to a date that is at least one year after the pending
Deferred Distribution Date but before the tenth anniversary of the Grant Date.
If Grantee elects to defer receipt of all or a portion of the Shares, Grantee
must also specify how Grantee wishes the Shares to be distributed in the event
of a Change in Control of the Company (i.e., whether Shares are to be
distributed upon the effectiveness of the Change in Control or whether the
Shares or rights attendant thereto are to be received in accordance with the
deferral election). Each election made pursuant to their Sction 3(b) shall be
irrevocable, subject to further deferral.
(c) Compliance with Law. The Company shall not be obligated to issue to
Grantee the Shares upon the vesting of any DSU or on any Deferred Distribution
Date (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. This Agreement may not be transferred,
assigned, pledged or otherwise encumbered by Grantee in any manner whatsoever,
except that it may be transferred by will or the laws of descent and
distribution. References to Grantee, to the extent relevant in the context,
shall include references to authorized transferees. Without the prior written
consent of the Company, Grantee shall not sell, transfer, assign, pledge or
otherwise encumber or dispose of, by operation of law or otherwise, any DSUs
(each, a "transfer"). Any such transfer by Grantee in violation of this Section
4 shall be void and of no force or effect, and shall result in the immediate
forfeiture of all DSUs.
5. DIVIDEND AND OTHER SHAREHOLDER RIGHTS.
(a) Dividends. If at any time during the period between the date that any
deferred DSU vests and the Deferred Distribution Date for Shares represented by
that deferred DSU (a "Deferral Period"), the Company pays a dividend on its
Common Stock, then on each such dividend payment date (each, a "Dividend Payment
Date"), Grantee will automatically receive an additional number of DSUs based on
the Fair Market Value (as defined in the Plan) of the Shares distributable in
respect of such deferred DSUs on the Dividend Payment Date. Any such additional
DSUs issued under this Section 5(a) shall be considered DSUs under this
Agreement and shall also be credited with additional DSUs as dividends, if any,
are declared. Shares represented by DSUs issued as dividends will be distributed
on the same date as Shares distributable in respect of the underlying DSUs.
(b) Other Shareholder Rights. Except as set forth in Section 5(a) above and
in the Plan, neither Grantee nor any person claiming under or through Grantee
shall be, or have any rights or privileges of, a stockholder of the Company in
respect of the Shares issuable pursuant to the DSUs granted hereunder until the
Shares have been delivered to Grantee.
6. WITHHOLDING OF TAXES. The Company's obligation to deliver Shares to
Grantee upon the vesting of DSUs shall be subject to the satisfaction of all
applicable federal, state and local income and employment tax withholding
requirements ("Withholding Taxes"). The Company may take such steps as it deems
necessary or desirable for satisfaction of Withholding Taxes obligations.
7. NOTICES. All notices required or permitted hereunder shall be in writing
and deemed effectively given upon personal delivery, deposit with a nationally
recognized courier service, or five days after deposit in the United States Post
Office, postage prepaid, addressed to the other party hereto at the address
shown beneath his, her or its respective signature to this Agreement, or at such
other address or addresses as either party shall designate to the other in
accordance with this Section 7.
8. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Delaware without
regard to any applicable conflicts of laws.
9. PROVISIONS OF THE PLAN. This Agreement is subject to the provisions of
the Plan, a copy of which is furnished to Grantee with this Agreement.
10. NO RIGHT TO STATUS AS A DIRECTOR. This Agreement shall not be construed
as giving Grantee the right to continued employment, service as a Director, or
any other relationship with the Company.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Company and Grantee and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 4 of this Agreement.
12. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.
13. AMENDMENT; WAIVER; MISCELLANEOUS. This Agreement may be amended or
modified only by a written instrument executed by both the Company and Grantee.
Any provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board. A waiver
on one occasion shall not be deemed to be a waiver of the same or any other
breach on a future occasion. If there is any inconsistency between the
provisions of this Agreement and of the Plan, the provisions of the Plan shall
govern. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Plan.
14. ENTIRE AGREEMENT. This Agreement and the Plan embody the entire
agreement of the parties hereto with respect to the DSUs, the Shares and all
other matters contained herein. This Agreement and the Plan supersede and
replace any and all prior oral or written agreements with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the Company and Grantee have caused this Agreement to
be duly executed as of the date first above written.
AKAMAI TECHNOLOGIES, INC.
By:
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Xxxxxx Xxxxxxxx,
Chief Executive Officer
Address: 0 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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Name:
