Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 724K
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 100K
3: EX-10.2 Material Contract HTML 69K
4: EX-10.3 Material Contract HTML 66K
5: EX-10.4 Material Contract HTML 53K
6: EX-10.5 Material Contract HTML 57K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
138: R1 Document and Entity Information HTML 57K
86: R2 Consolidated Balance Sheets HTML 167K
81: R3 Consolidated Balance Sheets (Parenthetical) HTML 78K
23: R4 Consolidated Statements of Operations HTML 116K
84: R5 Consolidated Statements of Comprehensive Income HTML 64K
53: R6 Consolidated Statements of Comprehensive Income HTML 42K
Consolidated Statements of Comprehensive Income
(Parenthetical)
115: R7 Consolidated Statements of Cash Flows HTML 172K
56: R8 Nature of Business and Basis of Presentation HTML 88K
63: R9 Changes to Significant Accounting Policies HTML 49K
24: R10 Business Acquisitions and Divestitures HTML 66K
59: R11 Fair Value Measurements HTML 187K
114: R12 Accounts Receivable HTML 59K
107: R13 Accrued Expenses and Other Current Liabilities HTML 51K
82: R14 Net Income per Share HTML 88K
132: R15 Stockholders' Equity HTML 106K
112: R16 Accumulated Other Comprehensive Income HTML 55K
20: R17 Goodwill and Other Intangible Assets HTML 95K
28: R18 Concentration of Credit Risk HTML 46K
131: R19 Segment and Geographic Information HTML 60K
136: R20 Income Taxes HTML 47K
140: R21 Forward Currency Contracts HTML 48K
134: R22 Commitments, Contingencies and Guarantees HTML 73K
97: R23 Restructuring HTML 60K
25: R24 Nature of Business and Basis of Presentation HTML 77K
(Tables)
52: R25 Fair Value Measurements (Tables) HTML 186K
37: R26 Accounts Receivable (Tables) HTML 53K
36: R27 Accrued Expenses and Other Current Liabilities HTML 50K
(Tables)
65: R28 Net Income per Share (Tables) HTML 87K
96: R29 Stockholders' Equity (Tables) HTML 90K
110: R30 Accumulated Other Comprehensive Income (Tables) HTML 50K
45: R31 Goodwill and Other Intangible Assets (Tables) HTML 88K
66: R32 Segment and Geographic Information (Tables) HTML 50K
123: R33 Commitments, Contingencies and Guarantees (Tables) HTML 72K
40: R34 Restructuring (Tables) HTML 58K
104: R35 Nature of Business and Basis of Presentation HTML 42K
Narrative (Details)
105: R36 Nature of Business and Basis of Presentation HTML 65K
Revision of Prior Period Amounts (Details)
69: R37 Changes to Significant Accounting Policies HTML 48K
Narrative (Details)
35: R38 Business Acquisitions and Divestitures Narrative HTML 73K
(Details)
101: R39 Fair Value Measurements Narrative (Details) HTML 50K
43: R40 Fair Value Measurements Marketable Securities HTML 76K
(Details)
64: R41 Fair Value Measurements Schedule of Fair Value HTML 83K
Measurement (Details)
111: R42 Fair Value Measurements Contractual Maturities HTML 49K
(Details)
49: R43 Fair Value Measurements Schedule of Activity of HTML 53K
Major Classes of Assets Measured at Fair Value
Using Level 3 Inputs (Details)
98: R44 Accounts Receivable Schedule of Accounts HTML 52K
Receivable (Details)
80: R45 Accrued Expenses and Other Current Liabilities HTML 58K
Schedule of Accrued Expenses and Other Current
Liabilities (Details)
39: R46 Net Income per Share Schedule of Components Used HTML 76K
in Diluted and Basic Income Per Common Share
(Details)
119: R47 Net Income per Share Schedule of Shares Excluded HTML 48K
from Computation of Diluted EPS (Details)
33: R48 Stockholders' Equity Narrative (Details) HTML 53K
44: R49 Stockholders' Equity (chedule of Stock Based HTML 59K
Compensation Expense (Details)
79: R50 Accumulated Other Comprehensive Income Narrative HTML 42K
(Details)
90: R51 Accumulated Other Comprehensive Income Schedule of HTML 70K
Accumulated Other Comprehensive Income (Loss)
(Details)
117: R52 Goodwill and Other Intangible Assets Narrative HTML 64K
(Details)
21: R53 Goodwill and Other Intangible Assets Schedule of HTML 47K
Goodwill (Details)
100: R54 Goodwill and Other Intangible Assets Schedule of HTML 59K
Other Intangible Assets (Details)
72: R55 Concentration of Credit Risk Narrtative (Details) HTML 39K
27: R56 Segment and Geographic Information Narrative HTML 49K
(Details)
34: R57 Segment and Geographic Information Schedule of HTML 42K
Revenue by Geographic Location (Details)
85: R58 Income Taxes Narrative (Details) HTML 45K
126: R59 Forward Currency Contracts Narrative (Details) HTML 42K
143: R60 Commitments, Contingencies and Guarantees HTML 59K
Narrative (Details)
142: R61 Commitments, Contingencies and Guarantees Minimum HTML 63K
Aggregate Future Obligations Under Non-cancelable
Leases (Details)
108: R62 Restructuring Restructuring Activity (Details) HTML 65K
77: XML IDEA XML File -- Filing Summary XML 146K
141: XML.R1 Document and Entity Information XML 138K
61: XML.R2 Consolidated Balance Sheets XML 370K
95: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 190K
76: XML.R4 Consolidated Statements of Operations XML 370K
71: XML.R5 Consolidated Statements of Comprehensive Income XML 145K
18: XML.R6 Consolidated Statements of Comprehensive Income XML 86K
Consolidated Statements of Comprehensive Income
(Parenthetical)
88: XML.R7 Consolidated Statements of Cash Flows XML 445K
17: XML.R8 Nature of Business and Basis of Presentation XML 109K
48: XML.R9 Changes to Significant Accounting Policies XML 62K
68: XML.R10 Business Acquisitions and Divestitures XML 77K
57: XML.R11 Fair Value Measurements XML 234K
50: XML.R12 Accounts Receivable XML 75K
120: XML.R13 Accrued Expenses and Other Current Liabilities XML 68K
60: XML.R14 Net Income per Share XML 113K
135: XML.R15 Stockholders' Equity XML 130K
92: XML.R16 Accumulated Other Comprehensive Income XML 71K
89: XML.R17 Goodwill and Other Intangible Assets XML 121K
94: XML.R18 Concentration of Credit Risk XML 59K
42: XML.R19 Segment and Geographic Information XML 75K
83: XML.R20 Income Taxes XML 60K
109: XML.R21 Forward Currency Contracts XML 60K
113: XML.R22 Commitments, Contingencies and Guarantees XML 93K
122: XML.R23 Restructuring XML 79K
67: XML.R24 Nature of Business and Basis of Presentation XML 101K
(Tables)
32: XML.R25 Fair Value Measurements (Tables) XML 245K
129: XML.R26 Accounts Receivable (Tables) XML 70K
93: XML.R27 Accrued Expenses and Other Current Liabilities XML 67K
(Tables)
130: XML.R28 Net Income per Share (Tables) XML 117K
26: XML.R29 Stockholders' Equity (Tables) XML 116K
106: XML.R30 Accumulated Other Comprehensive Income (Tables) XML 67K
103: XML.R31 Goodwill and Other Intangible Assets (Tables) XML 118K
31: XML.R32 Segment and Geographic Information (Tables) XML 67K
133: XML.R33 Commitments, Contingencies and Guarantees (Tables) XML 97K
29: XML.R34 Restructuring (Tables) XML 77K
137: XML.R35 Nature of Business and Basis of Presentation XML 71K
Narrative (Details)
124: XML.R36 Nature of Business and Basis of Presentation XML 397K
Revision of Prior Period Amounts (Details)
118: XML.R37 Changes to Significant Accounting Policies XML 207K
Narrative (Details)
121: XML.R38 Business Acquisitions and Divestitures Narrative XML 253K
(Details)
75: XML.R39 Fair Value Measurements Narrative (Details) XML 115K
54: XML.R40 Fair Value Measurements Marketable Securities XML 484K
(Details)
139: XML.R41 Fair Value Measurements Schedule of Fair Value XML 1.05M
Measurement (Details)
102: XML.R42 Fair Value Measurements Contractual Maturities XML 86K
(Details)
128: XML.R43 Fair Value Measurements Schedule of Activity of XML 98K
Major Classes of Assets Measured at Fair Value
Using Level 3 Inputs (Details)
30: XML.R44 Accounts Receivable Schedule of Accounts XML 174K
Receivable (Details)
91: XML.R45 Accrued Expenses and Other Current Liabilities XML 113K
Schedule of Accrued Expenses and Other Current
Liabilities (Details)
51: XML.R46 Net Income per Share Schedule of Components Used XML 303K
in Diluted and Basic Income Per Common Share
(Details)
87: XML.R47 Net Income per Share Schedule of Shares Excluded XML 240K
from Computation of Diluted EPS (Details)
78: XML.R48 Stockholders' Equity Narrative (Details) XML 175K
46: XML.R49 Stockholders' Equity (chedule of Stock Based XML 554K
Compensation Expense (Details)
99: XML.R50 Accumulated Other Comprehensive Income Narrative XML 73K
(Details)
47: XML.R51 Accumulated Other Comprehensive Income Schedule of XML 203K
Accumulated Other Comprehensive Income (Loss)
(Details)
55: XML.R52 Goodwill and Other Intangible Assets Narrative XML 275K
(Details)
19: XML.R53 Goodwill and Other Intangible Assets Schedule of XML 77K
Goodwill (Details)
116: XML.R54 Goodwill and Other Intangible Assets Schedule of XML 398K
Other Intangible Assets (Details)
125: XML.R55 Concentration of Credit Risk Narrtative (Details) XML 64K
38: XML.R56 Segment and Geographic Information Narrative XML 263K
(Details)
41: XML.R57 Segment and Geographic Information Schedule of XML 94K
Revenue by Geographic Location (Details)
22: XML.R58 Income Taxes Narrative (Details) XML 77K
127: XML.R59 Forward Currency Contracts Narrative (Details) XML 67K
70: XML.R60 Commitments, Contingencies and Guarantees XML 222K
Narrative (Details)
62: XML.R61 Commitments, Contingencies and Guarantees Minimum XML 102K
Aggregate Future Obligations Under Non-cancelable
Leases (Details)
58: XML.R62 Restructuring Restructuring Activity (Details) XML 445K
73: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.16M
11: EX-101.INS XBRL Instance -- akam-20130630 XML 1.80M
13: EX-101.CAL XBRL Calculations -- akam-20130630_cal XML 197K
14: EX-101.DEF XBRL Definitions -- akam-20130630_def XML 492K
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74: ZIP XBRL Zipped Folder -- 0001542567-13-000027-xbrl Zip 169K
This Agreement evidences the grant by Akamai Technologies, Inc., a Delaware corporation (the “Company”) on ___________, ____ (the “Grant Date”) to you (the “Participant”) of ________ restricted stock units of the Company (individually, an “RSU” and collectively, the “RSUs”), subject to the terms and conditions
set forth in this Restricted Stock Unit Agreement (the “Agreement”) and the 2013 Stock Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of the common stock, par value $.01 per share, of the Company (“Common Stock”) as provided in this Agreement. The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as “Shares.” Capitalized terms used but not defined in this Agreement shall have the meanings specified in the Plan.
2.Vesting; Forfeiture.
Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below):
(a)This
award shall vest over ____ years as follows: ______________________________________________________________.
(b) Except as otherwise provided in this Section 2, RSUs shall not continue to vest unless the Participant is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company.
(c) Except as reflected in Section 6 below, in the event that the Participant's employment with the Company ceases or is terminated for any reason other than “Cause” (as defined
below), other than by reason of death or disability, then the number of RSUs which shall be vested shall be the number that are vested as of the date of actual termination. For purposes of this Agreement, “Cause” shall mean (i) any act or omission by the Participant that has a significant adverse effect on Akamai's business or on the Participant's ability to perform services for Akamai, including, without limitation, the commission of any crime (other than ordinary traffic violations), or (ii) refusal or failure to perform assigned duties, serious misconduct, or excessive absenteeism, or (iii) refusal or failure to comply with Akamai's Code of Business Ethics. In the event that the Participant's employment with the Company is terminated for Cause, all unvested RSUs shall be forfeited effective as of the date of termination. In the event that the Participant's employment with
the Company ceases due to death or disability (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), then all unvested RSUs shall vest as of the date of death or disability.
(d) For purposes of this Agreement, employment with the Company shall include employment with a parent, subsidiary, affiliate or division of the Company.
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3.Distribution
of Shares.
(a)The Company will distribute to the Participant (or to the Participant's estate in the event that his or her death occurs after a Vesting Date but before distribution of the corresponding Shares), the Shares of Common Stock represented by RSUs that vested on such vesting date as soon as administratively practicable after each vesting date (each such date of distribution is hereinafter referred to as a “Settlement Date”) but in any event within the period ending on the later to occur of the date that is two and one-half months from the end of (i) Participant's tax year that includes the applicable Vesting Date or (ii) the Company's tax year that includes the applicable
Vesting Date.
(b)The Company shall not be obligated to issue to the Participant the Shares upon the vesting of any RSU (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.
(c) Neither the Company nor the Participant shall have the right to accelerate or defer the delivery
of any shares under this Agreement except to the extent specifically permitted under the Code.
4.Restrictions on Transfer.
The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any RSUs, or any interest therein, except by will or the laws of descent and distribution.
5.Dividend and Other Shareholder Rights.
Except as set forth in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the
Company in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been delivered to the Participant.
6.Provisions of the Plan; Acquisition Event or Change in Control Event.
(a)This Agreement is subject to the provisions of the Plan, a copy of which is made available to the Participant with this Agreement.
(b)Upon the occurrence of an Acquisition Event (as defined in the Plan) that is not a Change in Control Event (as defined in the Plan), each RSU (whether vested or unvested) shall inure to the benefit of the Company's successor and
shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to such RSU.
(c)Upon the occurrence of a Change in Control Event (regardless of whether such event also constitutes an Acquisition Event), each RSU shall continue to be subject to the vesting schedule set forth in Section 2(a); provided, however, in the event that upon the occurrence of Change in Control Event, the RSUs represented by this Agreement are not exchanged for a Replacement Award (as defined below), then each RSU shall immediately become fully vested as of immediately prior to the closing of the Change in Control Event.
(d)For
purposes of this Agreement, an award issuing by the acquiring company in a Change in Control Event shall qualify as a “Replacement Award” if (i) it has a value at least equal to the value of the RSUs represented by this Agreement (the “Replaced Award”) as determined by the Committee in its sole discretion; (ii) it relates to publicly traded equity securities of the Company or its successor in the Change in Control Event or another entity that is affiliated with the Company or its successor following the Change in Control Event; and (iii) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award. Without limiting the generality of the foregoing, the Replacement Award may take the form of a
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continuation
of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this clause (d) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control Event, in its sole discretion.
(e)In the event that Participant's employment is terminated by the Company for a reason other than Cause (as defined above), including the Participant's voluntary resignation for Good Reason (as defined below), within twelve months after a Change in Control Event, all then-unvested RSUs shall vest as of the date of termination of employment. For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in the Participant's compensation and benefits (including without limitation
any bonus plan or indemnity agreement) not agreed to in writing by the Participant; (ii) the assignment to the Participant of duties and/or responsibilities that are materially inconsistent with those associated with the Participant's position; or (iii) a requirement, not agreed to in writing by the Participant, that the Participant relocate to, or perform his or her principal job functions at, an office that is more than twenty-five (25) miles from the office at which the Participant was previously performing his or her principal job functions.
7.Withholding Taxes.
(a) Regardless of any action the
Company or the Participant's employer (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Participant's responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit award, including the grant and vesting of the Restricted Stock Units, the receipt of cash or any dividends or dividend equivalents; and (2) do not commit to structure the terms of the award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items.
(b) In
the event that the Company, subsidiary, affiliate or division is required to withhold any Tax-Related Items as a result of the award or vesting of the Restricted Stock Units, or the receipt of cash or any dividends or dividend equivalents, the Participant shall pay or make adequate arrangements satisfactory to the Company, subsidiary, affiliate or division to satisfy all withholding and payment on account obligations of the Company, subsidiary, affiliate or division. The obligations of the Company under this Agreement, including the delivery of shares upon vesting, shall be conditioned on compliance by the Participant with this
Section 7. In this regard, the Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Participant from his or her wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company may withhold in shares of Common Stock an amount of shares sufficient to cover the Participant's tax liability.
(c) The Participant will pay to the
Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant's participation in the Plan or the Participant's award that cannot be satisfied by the means previously described.
(d) As a condition to receiving any Shares, on the date of this Agreement, Participant must execute the Irrevocable Standing Order to Sell Shares attached hereto, which authorizes the Company and Charles Schwab & Co., Inc. (or such substitute brokerage firm as is contracted to manage the Company's
employee equity award program, the “Broker”) to take the actions described in Section 7(b) and this Section 7(d) (the “Standing Order”).
(e) Participant understands and agrees that the number of Shares that the Broker will sell will be based on the closing price of the Common Stock on the last trading day before the applicable Vesting Date. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the Shares pursuant to this Section 7.
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(f) Participant
agrees that the proceeds received from the sale of Shares pursuant to Section 7(d) will be used to satisfy the Tax-Related Items and, accordingly, Participant hereby authorizes the Broker to pay such proceeds to the Company for such purpose. Participant understands that to the extent that the proceeds obtained by such sale exceed the amount necessary to satisfy the Tax-Related Items, such excess proceeds shall be deposited into the Participants account with Broker. Participant further understands that any remaining Shares shall be deposited into such account.
(g) The Participant represents to the Company that, as of the date hereof, he is not aware of any material nonpublic information
about the Company or the Common Stock. The Participant and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Common Stock pursuant to this Section 7, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.
8.Miscellaneous.
(a)No Rights to Employment. The Participant acknowledges
and agrees that the vesting of the RSUs pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or purchasing shares hereunder). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all.
(b)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.
(c)Waiver. 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 of Directors of the Company.
(d)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant 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.
(e)Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his 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 8(e).
(f)Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural, and vice versa.
(g)Entire Agreement; Conflicts and Interpretation. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Board of Directors (or a committee thereof) has the power, among other things, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary
or advisable for the administration of the Plan.
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(h)Amendment. The Company may modify, amend or waive the terms of this Agreement prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of the Participant without his or her consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules. 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 of Directors (or a committee thereof) of the Company. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(i)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.
(j)Unfunded Rights. The right of the Participant to receive Common Stock
pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.
(k) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs awarded under and participation in the Plan or future options that may be awarded under the Plan by electronic means or to request the Participant's consent to participate in the Plan by electronic means. The
Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. Electronic acceptance of this Agreement pursuant to the Company's instructions to Participant (including through an online acceptance process managed by the
Company's agent) is acceptable.
AKAMAI TECHNOLOGIES, INC.
By:___________________________
Name:
Title:
_____________________________
[Name of Participant]
Address:
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IRREVOCABLE STANDING ORDER TO SELL SHARES
The
Participant has been granted restricted stock units (“RSUs”) by Akamai Technologies, Inc. (“Akamai”), which is evidenced by a restricted stock unit agreement between me and Akamai (the “Agreement,” copy attached). Provided that I remain employed by Akamai on each vesting date, the shares vest according to the provisions of the Agreement.
I understand that on each vesting date, the shares issuable in respect of vested RSUs (the “Shares”) will be deposited into my account at Charles Schwab & Co., Inc. (“Schwab”) and that I will recognize taxable ordinary income as a result. Pursuant to the terms of the Agreement and as a condition of my receipt of the Shares, I understand and agree that, for each vesting date, I must sell a number of shares sufficient to satisfy all withholding taxes applicable to that ordinary income. Therefore, I
hereby direct Schwab to sell, at the market price and on each vesting date listed above (or the first business day thereafter if a vesting date should fall on a day when the market is closed), the number of Shares that Akamai informs Schwab is sufficient to satisfy the applicable withholding taxes, which shall be calculated based on the closing price of Akamai's common stock on the last trading day before each vesting date. I understand that Schwab will remit the proceeds to Akamai for payment of the withholding taxes.
I hereby agree to indemnify and hold Schwab harmless from and against all losses, liabilities, damages, claims and expenses, including reasonable attorneys' fees and court costs, arising out of any (i) negligent act, omission or willful misconduct by Akamai in carrying out actions pursuant to the third sentence of the preceding paragraph and
(ii) any action taken or omitted by Schwab in good faith reliance upon instructions herein or upon instructions or information transmitted to Schwab by Akamai pursuant to the third sentence of the preceding paragraph.
I understand and agree that by signing below or effecting an online acceptance of the Agreement, I am making an Irrevocable Standing Order to Sell Shares which will remain in effect until all of the shares have vested. I also agree that this Irrevocable Standing Order to Sell Shares is in addition to and subject to the terms and conditions of any existing Account Agreement that I have with Schwab.
