AKAM » Topics » Administration.

This excerpt taken from the AKAM DEF 14A filed Apr 10, 2009.

Administration.

Our Board of Directors administers the 2009 Stock Incentive Plan and is authorized to adopt, alter and repeal the administrative rules, guidelines and practices relating to the 2009 Stock Incentive Plan and to interpret the provisions of the 2009 Stock Incentive Plan. Pursuant to the terms of the 2009 Stock Incentive Plan, our Board of Directors may delegate authority under the 2009 Stock Incentive Plan to one or more committees or subcommittees of our Board of Directors. Our Board of Directors has authorized the Compensation Committee to administer certain aspects of the 2009 Stock Incentive Plan, including the granting of awards to directors and executive officers. The Compensation Committee, with the input of management, selects the recipients of Awards and determines, in addition to other items, and subject to the terms of the 2009 Stock Incentive Plan:

 

   

the number of shares of common stock covered by options and the dates upon which such options become exercisable;

 

   

the exercise price of options;

 

   

the effect on Awards of a change in control of Akamai;

 

   

the duration of options; and

 

   

the number of shares of common stock subject to any Full Value Awards and the terms and conditions of such Awards.

To the extent permitted by applicable law, our Board of Directors may delegate to one or more of our officers the power to grant Awards to employees or non-executive officers of Akamai or any of our present or future subsidiary corporations and to exercise such other powers under the 2009 Stock Incentive Plan as the Board of Directors may determine, provided that the Board of Directors shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any of our executive officers. The Board of Directors has delegated to our Chief Executive Officer the authority under the 2009 Stock Incentive Plan to grant stock options and restricted stock units to non-executive employees of Akamai subject to certain specified limitations and oversight by the Compensation Committee.

The Board of Directors may at any time provide that any Award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

The Board of Directors is required to make appropriate adjustments in connection with the 2009 Stock Incentive Plan and any outstanding Awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization.

Amendment of Awards. Except with respect to repricing outstanding stock options or SARs, our Board of Directors may amend, modify or terminate any outstanding award provided that the participant’s consent to such action will be required unless our Board of Directors determines that the action, taking into account any related action, would not materially and adversely affect the participant or the change is otherwise permitted under the terms of the 2009 Stock Incentive Plan.

 

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This excerpt taken from the AKAM DEF 14A filed Apr 10, 2006.
Administration
 
Our Board of Directors administers the 2006 Stock Incentive Plan and is authorized to adopt, alter and repeal the administrative rules, guidelines and practices relating to the 2006 Stock Incentive Plan and to interpret the provisions of the 2006 Stock Incentive Plan. Pursuant to the terms of the 2006 Stock Incentive Plan, our Board of Directors may delegate authority under the 2006 Stock Incentive Plan to one or more committees or subcommittees of our Board of Directors. Our Board of Directors has authorized the Compensation Committee to administer certain aspects of the 2006 Stock Incentive Plan, including the granting of awards to directors. The Compensation Committee, with the assistance of management, selects the recipients of Awards and determines, in addition to other items, and subject to the terms of the 2006 Stock Incentive Plan:
 
  •  the number of shares of common stock covered by options and the dates upon which such options become exercisable;
 
  •  the exercise price of options;
 
  •  the duration of options; and
 
  •  the number of shares of common stock subject to any Full Value Awards and the terms and conditions of such Awards.
 
To the extent permitted by applicable law, our Board of Directors may delegate to one or more of our officers the power to grant Awards to employees or officers of Akamai or any of our present or future subsidiary corporations and to exercise such other powers under the 2006 Stock Incentive Plan as the Board of Directors may determine, provided that the Board of Directors shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares of common stock subject to Awards that such officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any of our executive officers.
 
Amendment of Awards.  Except with respect to repricing outstanding options or SARs, our Board of Directors may amend, modify or terminate any outstanding Award provided that the participant’s consent to such action will be required unless our Board of Directors determines that the action, taking into account any related action, would not materially and adversely affect the participant or the change is otherwise permitted under the terms of the 2006 Stock Incentive Plan.
 
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