Restricted Stock Agreement

AKAMAI TECHNOLOGIES, INC.



Form of Restricted Stock Agreement

Granted Under 1998 Stock Incentive Plan







AGREEMENT made this [____] day of [___] (the "Grant Date"), between Akamai Technologies, Inc., a Delaware corporation (the "Company"), and [____] (the "Participant").



For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:



1. Purchase of Shares.



The Company shall issue and sell to the Participant, and the Participant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and in the Company's 1998 Stock Incentive Plan (the "Plan") [____] shares (the "Shares") of common stock, $0.01 par value per share, of the Company ("Common Stock"), at a purchase price of [______] per share (the "Option Price"). The aggregate purchase price for the Shares shall be paid in full by the Participant by check, wire transfer, promissory note or other method acceptable to the Company. Upon receipt by the Company of payment for the Shares, the Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares purchased by the Participant. The Participant agrees that the Shares shall be subject to the Purchase Option set forth in Sections 2 and 5 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.



2. Purchase Option.



(a) In the event that the Participant's employment is terminated prior to [____] (i) by the Company for cause (as defined below), (ii) by the Participant without Good Reason (as defined below), or (iii) by reason of death or disability of the Participant, the Company shall have the right and option (the "Purchase Option") to purchase from the Participant, at the Option Price, some or all of the Unvested Shares (as defined below) as determined at the time of such employment termination.



"Unvested Shares" means (i) [____] Shares during the one-year period commencing on the Grant Date and (ii) [_____] Shares less [____] Shares for each full three months of employment completed by the Participant with the Company from and after the one-year period commencing on the Grant Date. For purposes of this subsection (a), "cause" for termination shall be deemed to exist upon (a) a good faith finding by the Board of Directors of the Company of repeated and willful failure of the Participant after written notice to perform his assigned duties for the Company, gross negligence or misconduct (where such gross negligence or misconduct is materially adverse to the Company), or (b) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any felony. For purposes of this agreement Good Reason shall exist upon (i) mutual agreement of the Participant and the Board of Directors of the Company that Good Reason exists; (ii) the Participant being required by the Company to relocate more than 20 miles from Boston, Massachusetts without the consent of the Participant; (iii) reduction of the Participant's annual base salary or health insurance and similar benefits; (iv) any material breach by the Company or any successor thereto of any agreement to which the Participant and the Company are parties, which breach is not cured within 10 days after written notice thereof; or (v) a change in the Employee's title or responsibilities mandated by the Board of Directors without the consent of the Participant.



(b) Notwithstanding subsection 2(a), in the event that the Participant's employment with the Company is terminated by reason of death or disability, the number of the Shares then subject to the Purchase Option shall be reduced by fifty percent (50%). For this purpose, "disability" shall mean the inability of the Participant, due to a medical reason, to carry out his duties as an employee of the Company for a period of six consecutive months.



(c) Notwithstanding any other provision of this Section 2, [upon termination of the Participant's employment for any reason or no reason following a Sale (as defined below), the number of Unvested Shares shall be equal to zero] [following a Sale (as defined below), the number of Unvested Shares shall be calculated pursuant to subsection 2(a) as though the Grant Date were the date one year prior to the Grant Date]. A "Sale" shall mean (a) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (b) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (b), the following acquisitions shall not constitute a Sale: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee





benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition, whether direct or indirect, by the Participant or a group of which the Participant is a member, or (v) any acquisition by any corporation pursuant to a transaction which results in all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such transaction (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; (c) any sale of all or substantially all of the assets of the Company; or (d) the complete liquidation of the Company.



(d) For purposes of this Agreement, employment with the Company shall include service as a director of the Company or employment as an employee or consultant with the Company or a parent or subsidiary of the Company.



3. Exercise of Purchase Option and Closing.



(a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 60 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period.



(b) Within 10 days after delivery to the Participant of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Participant (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase in accordance with the terms of this Agreement, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the tran ...