Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 25, 2008, Limelight Networks, Inc. (the "Company") entered
into an Equity Award Amendment and Grant of Restricted Stock Units under
Limelight Networks, Inc. 2007 Equity Incentive Plan with Jeffrey Lunsford, the
Company's President, Chief Executive Officer and Chairman (the "Award
Agreement").
The Award Agreement provides that effective on November 25, 2008, the option
award to purchase 750,000 shares of the Company's common stock granted to
Mr. Lunsford on November 20, 2006 was cancelled. The Award Agreement also
provides that effective on November 25, 2008, the vesting schedule for the
second option award to purchase 750,000 shares of the Company's common stock
granted to Mr. Lunsford on November 20, 2006 was modified so that any shares
subject to such option that had vested prior to November 25, 2008 were deemed
unvested as of November 25, 2008, and that one twenty-fourth (1/24th) of the
shares subject to such option will vest and become exercisable on November 20,
2009, and an additional one twenty-fourth (1/24th) will vest and become
exercisable on the 20th day of each calendar month thereafter, provided that
Mr. Lunsford continues to be a service provider to the Company on each vesting
date. Except as provided in the Award Agreement, the terms and conditions of
such option award remain unmodified and in full force.
In addition, pursuant to the Award Agreement, on November 25, 2008 the Board
of Directors of the Company granted to Mr. Lunsford 100,000 Restricted Stock
Units, which will vest fifty percent (50%) 90 days after November 25, 2008, and
fifty percent (50%) on the second anniversary of November 25, 2008. On
November 25, 2008, the Board of Directors of the Company also granted to Mr.
Lunsford 400,000 Restricted Stock Units pursuant to the Award Agreement, which
will vest based upon the achievement of certain quarterly financial performance
targets during fiscal quarters ending after November 25, 2008 and on or before
March 31, 2010.
A complete copy of the Award Agreement with Mr. Lunsford is filed herewith as
Exhibit 99.1 and is incorporated herein by reference. The foregoing description
of the terms of the Award Agreement is qualified in its entirety by reference to
such Exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Equity Award Amendment and Grant of Restricted Stock Units under
Limelight Networks, Inc. 2007 Equity Incentive Plan dated
November 25, 2008.*
|
* Confidential
treatment
has been
requested
for portions
of this
exhibit.
These
portions
have been
omitted from
this Form
8-K and have
been filed
separately
with the
Securities
and Exchange
Commission.
- 2 -
Table of Contents