EXHIBIT 10.11
AKAMAI TECHNOLOGIES, INC.
Incentive Stock Option Agreement
Granted Under 2006 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
__________________ (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 $______ 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, 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 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), 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) 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
ISO - NQ AGREEMENT
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"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 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, (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.
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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.
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, or has otherwise been available 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.
Dated: (Grant_Date)
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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 2008 Stock Incentive Plan.
PARTICIPANT:
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Signature
Name: (Name)
Address:
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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_Shares)
Number of shares as to which this option is a non-qualified stock option on the
Grant Date: (NQ_Shares)
ISO-NQ AGREEMENT
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