<PAGE>

                                                                    EXHIBIT 10.1

                               THIRD AMENDMENT TO

              SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

                                       OF

                            AKAMAI TECHNOLOGIES, INC.

      The Second Amended and Restated 1998 Stock Incentive Plan (the "Plan") be
and hereby is amended by deleting the first sentence of Section 4(a) thereof in
its entirety and inserting in lieu thereof the following:

      "Subject to adjustment under Section 8, Awards may be made under the Plan
      for up to 48,255,600 shares of common stock, $.01 par value per share, of
      the Company (the "Common Stock")."

Adopted by the Board of Directors on March 16, 2004.

Approved by the Stockholders on May 25, 2004. .

<PAGE>

                               SECOND AMENDMENT TO

              SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

                                       OF

                            AKAMAI TECHNOLOGIES, INC.

      The Second Amended and Restated 1998 Stock Incentive Plan (the "Plan") be
and hereby is amended by deleting the first sentence of Section 4(a) thereof in
its entirety and inserting in lieu thereof the following:

      "Subject to adjustment under Section 8, Awards may be made under the Plan
      for up to 41,255,600 shares of common stock, $.01 par value per share, of
      the Company (the "Common Stock")."

Adopted by the Board of Directors on March 20, 2001.

Approved by the Stockholders on May 22, 2001.

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                                  AMENDMENT TO

              SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

                                       OF

                            AKAMAI TECHNOLOGIES, INC.

      The Second Amended and Restated 1998 Stock Incentive Plan (the "Plan") be
and hereby is amended by deleting the first sentence of Section 4(a) thereof in
its entirety and inserting in lieu thereof the following:

      "Subject to adjustment under Section 8, Awards may be made under the Plan
      for up to 37,755,600 shares of common stock, $.01 par value per share, of
      the Company (the "Common Stock")."

Adopted by the Board of Directors on April 9, 2000.

Approved by the Stockholders on May 24, 2000.

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                            AKAMAI TECHNOLOGIES, INC.

                           Second Amended and Restated
                            1998 Stock Incentive Plan

1.    Purpose

      The purpose of this Amended and Restated 1998 Stock Incentive Plan (the
"Plan") of Akamai Technologies, Inc., a Delaware corporation (the "Company"), is
to advance the interests of the Company's stockholders by enhancing the
Company's ability to attract, retain and motivate persons who make (or are
expected to make) important contributions to the Company by providing such
persons with equity ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons with those of the
Company's stockholders. Except where the context otherwise requires, the term
"Company" shall include any of the Company's present or future subsidiary
corporations of as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").

2.    Eligibility

      All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.    Administration, Delegation

      (a) Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

      (b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

      (c) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

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4.    Stock Available for Awards

      (a) Number of Shares. Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 11,377,800 shares of common stock, $0.01 par value
per share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

      (b) Per-Participant Limit. Subject to adjustment under Section 8, for
Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which an Award may be granted to any Participant
under the Plan shall be 3,600,000 per calendar year. The per-Participant limit
described in this Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code.

5.    Stock Options

      (a) General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

      (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

      (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

      (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

      (e) Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

      (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1) in cash or by check, payable to the order of the Company;

            (2) except as the Board may, in its sole discretion, otherwise
            provide in an option agreement, by (i) delivery of an irrevocable
            and unconditional undertaking by a

                                      -5-

<PAGE>

            creditworthy broker to deliver promptly to the Company sufficient
            funds to pay the exercise price or (ii) delivery by the Participant
            to the Company of a copy of irrevocable and unconditional
            instructions to a creditworthy broker to deliver promptly to the
            Company cash or a check sufficient to pay the exercise price;

            (3) when the Common Stock is registered under the Exchange Act, by
            delivery of shares of Common Stock owned by the Participant valued
            at their fair market value as determined by (or in a manner approved
            by) the Board in good faith ("Fair Market Value"), which Common
            Stock was owned by the Participant at least six months prior to such
            delivery;

            (4) to the extent permitted by the Board, in its sole discretion by
            (i) delivery of a promissory note of the Participant to the Company
            on terms determined by the Board, or (ii) payment of such other
            lawful consideration as the Board may determine; or

            (5) by any combination of the above permitted forms of payment.

6.    Restricted Stock

      (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

      (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.    Other Stock-Based Awards

      The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8.    Adjustments for Changes in Common Stock and Certain Other Events

      (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit

                                      -6-

<PAGE>

set forth in Section 4(b), (iii) the number and class of securities and exercise
price per share subject to each outstanding Option, (iv) the repurchase price
per share subject to each outstanding Restricted Stock Award, and (v) the terms
of each other outstanding Award shall be appropriately adjusted by the Company
(or substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 8(a) applies and Section 8(c) also applies to
any event, Section 8(c) shall be applicable to such event, and this Section 8(a)
shall not be applicable.

      (b) Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

      (c) Acquisition and Change in Control Events

            (1) Definitions

                  (a) An "Acquisition Event" shall mean:

                        (i) any merger or consolidation of the Company with or
                  into another entity as a result of which the Common Stock is
                  converted into or exchanged for the right to receive cash,
                  securities or other property; or

                        (ii) any exchange of shares of the Company for cash,
                  securities or other property pursuant to a statutory share
                  exchange transaction.

                  (b) A "Change in Control Event" shall mean:

                        (i) 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;

                        (ii) the acquisition by an individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of 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 (A)
                  the then-outstanding shares of Common Stock of the Company
                  (the "Outstanding Company Common Stock") or (B) 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 (ii),
                  the following acquisitions shall not constitute a Sale: (A)
                  any acquisition directly from the Company, (B) any acquisition
                  by the Company, (C) any acquisition by any employee benefit
                  plan (or related trust) sponsored or maintained by the

                                      -7-

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                  Company or any corporation controlled by the Company, or (D)
                  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;

                        (iii) any sale of all or substantially all of the assets
                  of the Company; or

                        (iv) the complete liquidation of the Company.

            (2) Effect on Options

                  (a)   Acquisition Event. Upon the occurrence of an Acquisition
                        Event (regardless of whether such event also constitutes
                        a Change in Control Event), or the execution by the
                        Company of any agreement with respect to an Acquisition
                        Event (regardless of whether such event will result in a
                        Change in Control Event), the Board shall provide that
                        all outstanding Options shall be assumed, or equivalent
                        options shall be substituted, by the acquiring or
                        succeeding corporation (or an affiliate thereof);
                        provided that if such Acquisition Event also constitutes
                        a Change in Control Event, except to the extent
                        specifically provided to the contrary in the instrument
                        evidencing any Option or any other agreement between a
                        Participant and the Company, such assumed or substituted
                        options shall be immediately exercisable in full upon
                        the occurrence of such Acquisition Event. For purposes
                        hereof, an Option shall be considered to be assumed if,
                        following consummation of the Acquisition Event, the
                        Option confers the right to purchase, for each share of
                        Common Stock subject to the Option immediately prior to
                        the consummation of the Acquisition Event, the
                        consideration (whether cash, securities or other
                        property) received as a result of the Acquisition Event
                        by holders of Common Stock for each share of Common
                        Stock held immediately prior to the consummation of the
                        Acquisition Event (and if holders were offered a choice
                        of consideration, the type of consideration chosen by
                        the holders of a majority of the outstanding shares of
                        Common Stock); provided, however, that if the
                        consideration received as a result of the Acquisition
                        Event is not solely common stock of the acquiring or
                        succeeding corporation (or an affiliate thereof), the
                        Company may, with the consent of the acquiring or
                        succeeding corporation, provide for the consideration to
                        be received upon the exercise of Options to consist
                        solely of common stock of the acquiring or succeeding
                        corporation (or an

                                      -8-

<PAGE>

                        affiliate thereof) equivalent in fair market value to
                        the per share consideration received by holders of
                        outstanding shares of Common Stock as a result of the
                        Acquisition Event.

                        Notwithstanding the foregoing, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options,
                        then the Board shall, upon written notice to the
                        Participants, provide that all then unexercised Options
                        will become exercisable in full as of a specified time
                        prior to the Acquisition Event and will terminate
                        immediately prior to the consummation of such
                        Acquisition Event, except to the extent exercised by the
                        Participants before the consummation of such Acquisition
                        Event; provided, however, in the event of an Acquisition
                        Event under the terms of which holders of Common Stock
                        will receive upon consummation thereof a cash payment
                        for each share of Common Stock surrendered pursuant to
                        such Acquisition Event (the "Acquisition Price"), then
                        the Board may instead provide that all outstanding
                        Options shall terminate upon consummation of such
                        Acquisition Event and that each Participant shall
                        receive, in exchange therefor, a cash payment equal to
                        the amount (if any) by which (A) the Acquisition Price
                        multiplied by the number of shares of Common Stock
                        subject to such outstanding Options (whether or not then
                        exercisable), exceeds (B) the aggregate exercise price
                        of such Options.

                  (b)   Change in Control Event that is not an Acquisition
                        Event. Upon the occurrence of a Change in Control Event
                        that does not also constitute an Acquisition Event,
                        except to the extent specifically provided to the
                        contrary in the instrument evidencing any Option or any
                        other agreement between a Participant and the Company,
                        all Options then-outstanding shall automatically become
                        immediately exercisable in full.

            (3) Effect on Restricted Stock Awards

                  (a)   Acquisition Event that is not a Change in Control Event.
                        Upon the occurrence of an Acquisition Event that is not
                        a Change in Control Event, the repurchase and other
                        rights of the Company under each outstanding Restricted
                        Stock Award 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 Restricted Stock
                        Award.

                  (b)   Change in Control Event. Upon the occurrence of a Change
                        in Control Event (regardless of whether such event also
                        constitutes an Acquisition Event), except to the extent
                        specifically provided to the contrary in the instrument
                        evidencing any Restricted Stock Award or any other
                        agreement between a Participant and the Company, all
                        restrictions and conditions on all Restricted Stock
                        Awards then-outstanding shall automatically be deemed
                        terminated or satisfied.

            (4) Effect on Other Awards

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                  (a)   Acquisition Event that is not a Change in Control Event.
                        The Board shall specify the effect of an Acquisition
                        Event that is not a Change in Control Event on any other
                        Award granted under the Plan at the time of the grant of
                        such Award.

                  (b)   Change in Control Event. Upon the occurrence of a Change
                        in Control Event (regardless of whether such event also
                        constitutes an Acquisition Event), except to the extent
                        specifically provided to the contrary in the instrument
                        evidencing any other Award or any other agreement
                        between a Participant and the Company, all other Awards
                        shall become exercisable, realizable or vested in full,
                        or shall be free of all conditions or restrictions, as
                        applicable to each such Award.

9.    General Provisions Applicable to Awards

      (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

      (b) Documentation. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

      (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

      (d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

      (e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

      (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board

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<PAGE>

determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

      (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (h) Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10.   Miscellaneous

      (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

      (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

      (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Awards previously granted may extend beyond
that date.

      (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

      (e) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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