Form of 2009 Executive Bonus Plan



 Exhibit 10.33 
 Confidential Materials omitted and filed separately with the 
 Securities and Exchange Commission. Asterisks
denote omissions. 
  

			
	 Akamai Technologies, Inc.
	  	Form of 2009 Executive Bonus Plan

  

			
	Name:	  	Performance Period: FY 2009
	Title:	  	

 This 2009 Executive Bonus Plan sets forth your annual compensation for 2009 based on the
achievement of certain corporate and individual performance objectives. In order to receive your annual cash incentive bonus, you must be an employee and a member of the Office of the CEO throughout all of 2009 and the corporate and individual
objectives must be met, as described more thoroughly below. The Compensation Committee will resolve all questions arising in the administration, interpretation and application of this plan, and the Compensation Committee’s determination will be
final and binding on all concerned. Where permitted by applicable law, the Compensation Committee reserves the right to modify, at its discretion and at any time, the terms of this plan, including, but not limited to, the performance objectives,
targets, and payouts. 
 Annual Compensation Levels at Target Performance 
  

			
	Base salary:	  	$            
		
	Annual cash incentive bonus at target:	  	$            
		
	Total Cash Compensation at target:	  	$            

 Performance Objectives/Targets 
 Your 2009 cash incentive bonus is comprised of two components: corporate financial performance
during Fiscal Year 2009 (80%) (the “Financial Component”) and individual 2009 performance goals1
(20%) (the “MBO Component”). 
 The method for calculating corporate financial performance used to determine the Financial
Component is described in the attached Schedule 1. In the event of any question as to whether the components of the Financial Component have been satisfied, the Compensation Committee shall make such determination. The amounts payable to you
under the Financial Component are as follows: 
  

			
	 Akamai Performance Against
 Actual % of Targets from Schedule 12
	  	 Amount Payable to You

	 91.6% of Target:
	  	50% of Financial Component ($            )
	 96.1% of Target:
	  	85% of Financial Component ($            )
	 100% of Target:
	  	100% of Financial Component ($            )
	 102.6% of Target:
	  	115% of Financial Component ($            )
	 108.4% or greater of Target:
	  	200% of Financial Component ($            )

 Unless otherwise determined by the Compensation Committee, the Financial Components will not be paid if Akamai
fails to achieve at least 91.6% of Targets and the maximum bonus payable is capped at 200% of the Financial Component. 
 The amount payable under the MBO Component ranges from 0% to 100% of that target ($0 up to
$            ) based on the determination of whether individual objectives have been met by you. The Chief Executive Officer shall make such determination and shall report such
determination to the Compensation Committee. The Compensation Committee shall retain the right, exercisable in its discretion, to overrule the determination of the Chief Executive Officer and make an independent and binding determination as to
whether you have achieved your individual objectives. Subject to the foregoing, the Chief Executive Officer’s determination will be final and binding on all concerned.3 Performance above the maximum may result in higher reward at the sole discretion of the Compensation Committee. 
  

	 1
	 As established by the Chief Executive Officer or, in the case of the CEO, the Compensation Committee.












			
	Akamai Technologies, Inc.	 	Form of 2009 Executive Bonus Plan

  
  


	 2
	 See Schedule 1 for pro-ration formulas applicable to intermediate percentages not specified below.




	 3
	 In the case of the Chief Executive Officer, the Board of Directors shall make the determination as to whether his
individual performance objectives have been met. The determination of the Board of Directors will be final and binding on all concerned. 


 The payment of any annual incentive bonus will be made within thirty (30) days following the filing of Akamai’s SEC 10-K filing for FY 2009 but no later than March 15, 2010. 
  

							
	 Acceptance:
	 	  
	 		  	  

		 		 		  	Date
				
	 Approved by:
	 	  
	 		  	  

		 		 		  	Date










			
	Akamai Technologies, Inc.	 	Form of 2009 Executive Bonus Plan

  
  

 SCHEDULE 1 
 CORPORATE FINANCIAL PERFORMANCE MEASUREMENT METHODOLOGY 
  

	A.	Overview; Definitions 

 The executive shall only be
eligible for the corporate performance-based bonus of the salary upon the Company’s achievement of certain financial metrics. Such financial metrics are based on target 2009 Revenue of $[**] million and target 2009 Normalized EPS of $[**] per
share. 
 For purposes of this Agreement, such metrics shall have the following meanings: 
 “Revenue” shall mean the Company’s revenue for fiscal year 2009 calculated in accordance with generally accepted accounting principles in
the United States of America as reported in the 2009 Financial Statements. 
 “Normalized EPS” shall mean the Company’s annual
earnings per diluted share for fiscal year 2009 excluding amortization of intangible assets, equity-related compensation, restructuring charges and benefits, certain gains and losses on equity investments, loss on early extinguishment of debt,
utilization of tax NOLs/credits, release of deferred tax asset valuation allowance and similar items excluded by the Company in determining normalized earnings per share in issuing its earnings announcement for fiscal year 2009. 
 If, on December 31, 2009, the Company is required to make periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company’s consolidated financial statements filed with the Securities and Exchange Commission on Form 10-K shall constitute its “Public Company Financial Statements” and shall apply. If, on December 31, 2009, the
Company is not required to make periodic reports under the Exchange Act, the Company’s regularly prepared annual audited financial statements prepared by management shall be its “Private Company Financial Statements” and shall apply.
The applicable financial statements may be referred to herein as the “2009 Financial Statements.” 
  

	B.	Calculation of Percentages 

 The Company’s
Revenue shall be calculated as a percentage of the Company’s target revenue for fiscal year 2009 of $[**] million and multiplied by 0.5 (the “Revenue Percentage Component”). The Company’s Normalized EPS shall be calculated as a
percentage of the Company’s target normalized earnings per share for fiscal year 2009 of $[**] and multiplied by 0.5 (the “Normalized EPS Component”). The sum of the Revenue Percentage Component and the Normalized EPS Component shall
be the “Actual Percentage of Targets.” 
  

	C.	Bonus Amounts 

 1. If the Actual Percentage of
Targets is equal to any of the percentage amounts set forth on the first page of this Plan, then the Executive shall be entitled to the percentage of the target Financial Component of the bonus set forth opposite such amount. 
 2. If the Actual Percentage of Targets is greater than 91.6% of Target but less than 108.4% of Target and not equal to any of the percentage
amounts set forth on the first page of this Plan (i.e., the actual percentage is between two of the percentages set forth on the first page), then the Executive shall receive a bonus equal to the sum of (i) the bonus set forth opposite the next
lowest percentage set forth on the first page plus (ii) an amount equal to (A) the bonus payable at the next higher percentage identified on the first page minus the bonus payable at the next lowest percentage identified on the first page
multiplied by (B) a fraction, (y) the numerator of which is the Actual Percentage of Targets minus that next lower percentage and (z) the denominator of which is the next highest percentage minus the next lowest percentage.










			
	Akamai Technologies, Inc.	 	Form of 2009 Executive Bonus Plan

  
  

 As an example, if the Actual Percentage of Targets was 97% and the amount payable at 100% of
achievement against target is $100,000, the bonus payable would be equal to: $85,000 + ($90,000—$85,000) X (97.0% – 96.1%/97.4% – 96.1%) = $85,000 + $3,462 = $88,462. 
  

	D.	Effect of an Acquisition by Akamai 

 In the event
that Akamai enters into an Acquisition Transaction during 2009, then Revenue and Normalized EPS shall be adjusted to give effect to such Acquisition Transaction. An “Acquisition Transaction” means (i) the purchase of more than 50% of
the voting power of an entity, (ii) any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution or share exchange involving Akamai and an entity not previously owned by Akamai, or (iii) the
purchase or other acquisition (including, without limitation, via license outside of the ordinary course of business or joint venture) of assets that constitute more than 50% of another entity’s total assets or assets that account for more than
50% of the consolidated net revenues or net income of such entity. 
 As soon as practicable following the closing of an Acquisition
Transaction, the Compensation Committee shall make a determination of the estimated impact of the Acquisition Transaction on the Company’s 2009 Revenue and Normalized EPS. If the Acquisition Transaction is estimated to be accretive, then:

 (i) in calculating Revenue for purposes of determining the Revenue Percentage Component, reported Revenue shall be reduced by the amount of
estimated revenue contribution from the Acquisition Transaction; and 
 (ii) in calculating Normalized EPS for purposes of determining the
Normalized EPS Percentage Component, Normalized EPS, as calculated based on the 2009 Financial Statements, shall be reduced by the amount of the estimated Normalized EPS contribution from the Acquisition Transaction. 
 If the Acquisition is estimated to be non-accretive, then: 
 (iii) in calculating Normalized EPS for purposes of determining the Normalized EPS Percentage Component, Normalized EPS, as calculated based on the 2009 Financial Statements, shall be increased by the amount of the estimated negative
Normalized EPS impact from the Acquisition Transaction. 
 All determinations of the Compensation Committee regarding the estimated impact of an Acquisition
Transaction shall be final, binding and non-appealable. The cumulative impact of all Acquisition Transactions shall be set forth in a statement delivered upon payment, if any, of the bonus contemplated by this plan. This plan shall be deemed to be
automatically amended, without further action by the Company or the executive, to give effect to any adjustments required by this Section D.