AKAMAI TECHNOLOGIES, INC. Incentive Stock Option Agreement Granted Under 1998 Stock Incentive Plan
EXHIBIT
99.1
AKAMAI TECHNOLOGIES, INC.
Incentive Stock Option Agreement
Granted Under 1998 Stock Incentive Plan
Granted Under 1998 Stock Incentive Plan
1. Grant of Option.
This Incentive Stock Option Agreement (this “Agreement”) evidences the grant by Akamai
Technologies, Inc., a Delaware corporation (the “Company”), on «Grant_Date» (the “Grant Date”) to
«First_» «Last», 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 Second Amended and Restated 1998
Stock Incentive Plan (the “Plan”), a total of «Shares_Granted_» shares (the “Shares”) of common
stock, $0.01 par value per share, of the Company (“Common Stock”) at «Price_» per Share. Unless
earlier terminated, this option shall expire on «Expire» (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.
2. Vesting Schedule.
(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
second anniversary of the Grant Date until the fourth anniversary of the Grant Date.
(b) “Accelerated Vesting upon Certain Corporate Milestones. In the event the Company
achieves one of the performance targets set forth in clauses (i) through (viii) below during or
prior to the fiscal year ending December 31, 2007 (“FY 2007”), the indicated portion of the option
evidenced by this Agreement will vest on an accelerated basis effective on the 15th day
following the Reporting Date (as defined below):
(i) “In the event that the Company achieves both its Cash EPS Target (as defined below) and its
Sales Revenue Target (as defined below) during the same fiscal year, this option will automatically
vest as to 100% of the unvested Shares outstanding as of the Reporting Date.
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(ii) “In the event that the Company achieves its Cash EPS Target and at least 92.135% but less
than 100% of its Sales Revenue Target during the same fiscal year, this option will automatically
vest as to 75% of the unvested Shares outstanding as of the Reporting Date.
(iii) “In the event that the Company achieves its Cash EPS Target but less than 92.135% of its
Sales Revenue Target during the same fiscal year, this option will automatically vest as to 50% of
the unvested Shares outstanding as of the Reporting Date.
(iv) “In the event that the Company achieves at least 93.333% but less than 100% of its Cash
EPS Target and 100% of its Sales Revenue Target during the same fiscal year, this option will
automatically vest as to 75% of the unvested Shares outstanding as of the Reporting Date.
(v) “In the event that the Company achieves less than 93.333% of its Cash EPS Target and 100%
of its Sales Revenue Target during the same fiscal year, this option will automatically vest as to
50% of the unvested Shares outstanding as of the Reporting Date.
(vi) “In the event that the Company achieves at least 93.333% but less than 100% of its Cash
EPS Target and at least 92.135% but less than 100% of its Sales Revenue Target during the same
fiscal year, this option will automatically vest as to 50% of the unvested Shares outstanding as of
the Reporting Date.
(vii) “In the event that the Company achieves at least 93.333% but less than 100% of its Cash
EPS Target but less than 92.135% of its Sales Revenue Target during the same fiscal year, this
option will automatically vest as to 25% of the unvested Shares outstanding as of the Reporting
Date.
(viii) “In the event that the Company achieves less than 93.333% of its Cash EPS Target and at
least 92.135% but less than 100% of its Sales Revenue Target during the same fiscal year, this
option will automatically vest as to 25% of the unvested Shares outstanding as of the Reporting
Date.
The following definitions shall apply to this Section 2(b):
(A) “Cash EPS Target” shall mean the Company shall have earned annual earnings per diluted
share (on a fiscal year basis) calculated in accordance with generally accepted accounting
principles in the United States of America excluding non-cash charges (e.g., income taxes, equity
compensation expense and amortization of acquired intangible assets) of at least $XXXX per share as
reported, (y) for so long as the Company is required to make periodic reports under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), in the Company’s consolidated financial
statements filed with the Securities and Exchange Commission on Form 10-K (“Public Company
Financial Statements”), or (z) at such time as the Company is not required to make periodic reports
under the Exchange Act, in the Company’s
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regularly prepared annual audited financial statements prepared by management (“Private Company
Financial Statements”).
(B) “Sales Revenue Target” shall mean the Company shall have earned annual revenue (on a
fiscal year basis) calculated in accordance with generally accepted accounting principles in the
United States of America of at least $XXXX million as reported, (y) for so long as the Company is
required to make periodic reports under the Exchange Act, in the Company’s Public Company
Financial Statements or (z) at such time as the Company is not required to make periodic reports
under the Exchange Act, in the Company’s Private Company Financial Statements.
(C) “Reporting Date” shall mean, in the event the Company achieves one of the targets
described in clauses (i) through (viii) above, the date on which the Company files its annual
Public Company Financial Statements for FY 2007 or, in the event that the Company is not required
to make periodic reports under the Exchange Act, the date on which audited annual Private Company
Financial Statements for FY 2007 have been completed.
(c) 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.
(d) 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.
3. Exercise of Option.
(a) Form of Exercise. In order to exercise this option, the Participant shall notify
the Company’s third-party stock option plan administrator, Xxxxxxx Xxxxxx & 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.
(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 reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
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after the Final Exercise Date), provided that (i) this option shall be
exercisable only to the extent that the Participant was entitled to exercise this option on the
date of such cessation, and (ii) to the extent that the option or any portion thereof is exercised
at any time later than three months after the date that the Participant ceases to be an employee of
the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the
Code, the option shall be a non-qualified stock option. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality
provisions of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this option shall
terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not terminated such relationship for
“cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of
one year following the date of death or disability of the Participant by the Participant,
provided that (i) this option shall be exercisable only to the extent that this
option was exercisable by the Participant on the date of his or her death or disability, (ii) this
option shall not be exercisable after the Final Exercise Date, and (iii) to the extent that the
option or any portion thereof is exercised at any time later than one year after the Participant’s
termination as an employee of the Company or any parent or subsidiary of the Company (as defined in
Section 424(e) or (f) of the Code) by reason of his or her disability (as defined in Section
22(e)(3) of the Code), the option shall be a non-qualified stock option.
(e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is
discharged by the Company for “cause” (as defined below), the right to exercise this option shall
terminate immediately upon the effective date of such discharge. “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform his or her
responsibilities to the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be considered to have been discharged for
“cause” if the Company determines, prior to or simultaneously with the Participant’s resignation,
that discharge for cause was warranted.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this option.
5. Nontransferability of Option.
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This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be exercisable only by
the Participant.
6. Disqualifying Disposition.
If the Participant disposes of Shares acquired upon exercise of this option within two years
from the Grant Date (or, in the case of Shares acquired upon exercise of an Additional Grant, the
date of the Addendum) or one year after such Shares were acquired pursuant to exercise of this
option, the Participant shall notify the Company in writing of such disposition.
7. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.
| AKAMAI TECHNOLOGIES, INC. |
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Dated: «Grant_Date»
Xxxx Xxxxx President and Chief Executive Officer |
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PARTICIPANT’S ACCEPTANCE
By accepting this grant, I acknowledge that I have read the Stock Option Plan, related
prospectus, and grant agreement and agree to all terms and conditions set forth therein.
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Schedule A
Number of shares as to which this option qualifies as an incentive stock option on the Grant Date:
«ISO_»
Number of shares as to which this option is a non-qualified stock option on the Grant Date:
«NQSO_»
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