Amendment to Employment Agreement dated December 31, 2008 for Paul Sagan



 Exhibit 10.29 
 AKAMAI TECHNOLOGIES, INC. 
 8 Cambridge Center 
 Cambridge, MA 02142 
 December 31, 2008 
 Mr. Paul Sagan 
 5 Sunset Ridge 
 Lexington, MA 02421 
  

	 	Re:	Amendment to Employment Agreement 

 Dear Paul: 
 In accordance with Section 9 of your January 4, 2005 Employment Agreement with Akamai Technologies, Inc. (the “Company”), the
following sets forth an amendment thereto. 
 1. Section 5A is hereby amended by adding the following sentence to the end thereof:
“The Gross-Up Payment shall be paid to the Executive as soon as practicable following the determination of liability but in any event no later than the end of the taxable year next following the taxable year in which the Executive remits the
taxes related to the Gross-Up Payment.” 
 2. The seventh paragraph of Section 5 is hereby amended by amending the parenthetical
defining “long term disability” to read as follows: “(as that term is defined in the Company’s then-current long term disability plan, provided you are disabled as defined in Section 409A(a)(2)(C) of the Code of 1986, as
amended and the applicable Treasury Regulations)”. 
 3. Section 5 is hereby further amended by deleting the last sentence of the
seventh paragraph and the first sentence of the eighth paragraph 
 4. Section 5 is hereby further amended by adding the following
paragraph to the end thereof: “Any payments or benefits to be paid under this Section 5 shall be paid within sixty (60) days after the your termination, provided you (or, in the event of your death, an authorized representative of
your estate) have executed the Company’s separation agreement, including a release, which is in substantially the same form as the attached and such agreement has become enforceable; provided that if such the last day of such sixty day period
occurs in the calendar year after the calendar year of termination, the payments and benefits shall be made no earlier than January 1 of such subsequent calendar year. Any payments under this paragraph 5 (or any other payments to be made to you
under any other agreement with the Company on the account of your termination of employment) shall also be subject to Appendix A attached hereto.” 
 Except as set forth herein, the terms of the Employment Agreement, as previously amended, remain in full force and effect, without amendment. Please sign below to indicate your acceptance of the terms of this
amendment to your Employment Agreement. 
  

			
	Very truly yours,
	
	AKAMAI TECHNOLOGIES, INC.
		
	By:	 	 /s/ Melanie Haratunian

		 	Melanie Haratunian
		 	Senior Vice President and General Counsel









 I accept the foregoing amendment to my Employment Agreement with the Company. 
  

	
	 /s/ Paul Sagan

	Paul Sagan
	
	Date: December 31, 2008


  

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 APPENDIX A 
 PAYMENTS SUBJECT TO SECTION 409A 
 1. Subject to this Appendix A, payments or benefits under Section 5 of
this Agreement (or other payments referenced in the last paragraph of Section 5) shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the termination of your
employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under Section 5 (or other payments referenced in the last paragraph of Section 5), as applicable:

 A. It is intended that each installment of the payments and benefits provided or referenced under Section 5 of this Agreement shall be
treated as a separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor you shall have the right to accelerate or defer the delivery of any such
payments or benefits except to the extent specifically permitted or required by Section 409A. 
 B. If, as of the date of your
“separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in
Section 5 of this Agreement (or other applicable agreement). 
 C. If, as of the date of your “separation from service” from
the Company, you are a “specified employee” (within the meaning of Section 409A), then: 
 (i) Each installment of the
payments and benefits due under Section 5 of this Agreement (and other applicable agreements) that, in accordance with the dates and terms set forth therein, will in all circumstances, regardless of when the separation from service occurs, be
paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible; and 
 (ii) Each installment of the payments and benefits due under Section 5 of this Agreement (and other applicable agreements) that is not described in
this Appendix A, 1.C.i. above and that would, absent this subsection, be paid within the six-month period following your “separation from service” from the Company shall not be paid until the date that is six months and one day after such
separation from service (or, if earlier, your death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your
separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth in this Agreement (or other applicable agreement); provided, however, that the preceding provisions of this sentence shall
not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of
Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than
the last day of your second taxable year following his taxable year in which the separation from service occurs. 
  

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 (iii) The determination of whether and when your separation from service from the Company has occurred
shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Appendix A, 1.C.iii., “Company” shall include all persons with whom the
Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 
 2. All reimbursements and in-kind benefits provided this
Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any
reimbursement is for expenses incurred during the your lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible
for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to
reimbursement is not subject to set off or liquidation or exchange for any other benefit. 
  

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