Form of RSU Grant Agreement



 Exhibit 10.2 
 AKAMAI TECHNOLOGIES, INC. 
 Restricted Stock Unit Agreement 

Granted Under the 2009 Stock Incentive Plan 
  

	 	1.	Grant of Award. 

 This
Agreement evidences the grant by Akamai Technologies, Inc., a Delaware corporation (the “Company”) on
                             (the “Grant Date”) to
                             (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 Agreement and the 2009 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. 

 (a)
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), this award shall vest over a
            -year period as follows:
                                         
                                         
                                         
                                     . Each date on which RSUs
vest may be referred to herein as the “Vesting Date.” 
 (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) In the event that the Participant’s employment with the Company ceases or is terminated (i) by reason of death or
disability, (ii) by the Company for a reason other than “Cause” (as defined below), then 100% of all unvested RSUs shall vest in full as of the date of actual termination. For purposes of this Section 2, “Cause” shall
mean unsatisfactory job performance (as determined by the Company), willful misconduct, fraud, gross negligence, disobedience or dishonesty. 
 (d) In the event that the Participant’s employment with the Company is terminated by the Company for Cause or the Participant resigns, all unvested RSUs shall be forfeited effective as of the date of
termination. 
 (e) For purposes of this Agreement, employment with the Company shall include employment with a parent,
subsidiary, affiliate or division of the Company. 
  

	 	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 75 days 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. 
  

	 	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 become exercisable, realizable or vested in full. 
  

	 	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 

  
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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 or require Participant to enter into a sale-to-cover agreement effected through a brokerage firm selected by the Company. 
 (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. 
  

	 	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, 

  
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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. 
 (h) Amendment. The Company may modify, amend or waive the terms of
this 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. 

  
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 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:	 	  

		 	Paul Sagan, President
	
	  

	Participant



  
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