EXHIBIT 10.10
AKAMAI TECHNOLOGIES, INC.
Non-Qualified Stock Option Agreement
Granted Under 2006 Stock Incentive Plan
1. Grant of Option.
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 2006 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.
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 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.
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
Page 1 of 4
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 of 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 after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. 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, and (ii) this option shall not be exercisable after the
Final Exercise Date.
(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.
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.
Page 2 of 4
6. 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.
Page 3 of 4
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.
Dated: (Grant_Date)
----------------------------------------
Xxxx Xxxxx
Chief Executive Officer
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2006 Stock Incentive Plan.
PARTICIPANT:
----------------------------------------
Signature
Name: (Name)
Address:
-------------------------------
-------------------------------
Page 4 of 4
