1998 Stock Incentive Plan - Akamai Technologies Inc.

                            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.

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


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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 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.


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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 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)


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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


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                                            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 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.


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                  (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
                                    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.


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                                    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


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                                    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

                           (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.


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         (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 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.


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         (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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