Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On February 18, 2022, the Talent, Leadership & Compensation Committee of the
Board of Directors (the "Committee") of Akamai Technologies, Inc. ("Akamai" or
the "Company") adopted bonus and equity compensation programs for 2022 for the
following individuals (Akamai's principal executive officer, principal financial
officer and Akamai's other currently serving named executive officers): F.
Thomson Leighton, Chief Executive Officer; Edward McGowan, Chief Financial
Officer; Robert Blumofe, Chief Technology Officer; and Adam Karon, Chief
Operating Officer and General Manager of the Edge Technology Division (each, an
"Executive" and collectively, the "Executives").

Each Executive is eligible to participate in a 2022 bonus program that provides
for payment to the extent designated corporate performance objectives are met.
Such amounts will be paid in shares of vested common stock issued under the
Amended and Restated Akamai Technologies, Inc. 2013 Stock Incentive Plan (the
"Plan"), in lieu of cash; the number of shares to be issued, if any, will be
calculated by dividing the bonus value achievement by the closing sale price of
the Company's common stock on the date that financial results for 2022 are
certified by the Committee (the "2022 Certification Date"). For each of the
Executives, the performance objectives consist of and are weighted as follows:
50% based on Akamai's achievement of a specified revenue target for fiscal year
2022 and 50% based on Akamai's achievement of a specified adjusted operating
income target for fiscal year 2022. Calculation of performance against the
revenue and adjusted operating income targets will take into account the impact
of foreign currency fluctuations. In addition, the bonus is subject to a
modifier based on designated environmental, social and governance objectives for
2022 established by the Committee. If management exceeds the goals, the bonus
earned based on the financial metrics above will be increased by up to 10%; if
management fails to meet the goals, the bonus earned on the financial metrics
above will be decreased by up to 10%.

For Mr. Leighton, his 2022 base salary will be $1.00, with a target bonus value
of $1,500,000 and maximum value of $3,300,000. For Mr. Blumofe, his 2022 base
salary will be $505,000, with a target bonus equal to 80% of his 2022 salary
earnings and a maximum bonus equal to 176% of his 2022 salary earnings. For Mr.
Karon, his 2022 base salary will be $550,000, with a target bonus equal to 100%
of his 2022 salary earnings and a maximum bonus equal to 220% of his 2022 salary
earnings. For Mr. McGowan, his 2022 base salary will be $515,000, with a target
bonus equal to 85% of his 2022 salary earnings and a maximum bonus equal to 187%
of his 2022 salary earnings.

As described in the table below, the Committee also approved grants to the Executives of restricted stock units ("RSUs") under the Plan, consisting of annual vesting RSUs, corporate performance-based RSUs and stock performance-based RSUs as follows:



        Name         Dollar Value of RSUs Dollar Value of Corporate Performance-Based   Dollar Value of Stock Performance-Based
                     with Annual Vesting              RSUs To Be Granted                          RSUs To Be Granted
                        To Be Granted     (target deliverable)  (maximum

deliverable) (target deliverable) (maximum deliverable)



Mr. Leighton              $4,000,000           $4,000,000            $8,000,000            $2,000,000            $4,000,000
Mr. Blumofe                $920,000             $920,000             $1,840,000             $460,000              $920,000
Mr. Karon                 $1,800,000           $1,800,000            $3,600,000             $900,000             $1,800,000
Mr. McGowan               $1,500,000           $1,500,000            $3,000,000             $750,000             $1,500,000



All RSUs will be granted on March 7, 2022 (the "Grant Date"), with the number of
RSUs calculated by dividing the dollar value set forth above by the closing sale
price of one share of the Company's common stock on the Grant Date (in the case
of performance-based RSUs, the number will be based off of the maximum
deliverable). Each RSU represents the right to receive one share of Akamai
common stock upon vesting.


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RSUs with annual vesting vest as follows: 1/3 on each of the first, second and third anniversaries of the date of grant.



Vesting of corporate performance-based RSUs is subject to the Company's
performance against equally weighted revenue and non-GAAP earnings per share
targets over fiscal years 2022, 2023 and 2024, taking into account the impact of
foreign currency fluctuations. The Committee has established, or will establish,
annual revenue and earnings per share goals at the beginning of each of fiscal
years 2022, 2023 and 2024; each year's performance will be equally weighted in
determining the aggregate number of RSUs earned. Performance at 100% of target
will earn the target number of RSUs. Eligible vesting commences if the Company
exceeds 90% of the target; 110% performance against target will earn the maximum
number of RSUs issuable. Performance between such levels will be proportionately
awarded on a straight-line interpolation. Earned RSUs will vest on the date that
the Company's fiscal 2024 financial results are certified.

Vesting of stock performance-based RSUs is based on the total shareholder return
("TSR") of the Company's common stock relative to companies in the S&P 500
Information Technology Index (the "Index Group") over calendar years 2022, 2023
and 2024 (the "Performance Period"). TSR will be calculated as the average
closing price of the Company's stock over the last 90 trading days of 2024 plus
the aggregate value of dividends per share issued by the Company during the
Performance Period minus the average closing price of the Company's stock over
the 90 trading days prior to January 1, 2022, divided by the average closing
price of the Company's stock over the 90 trading days prior to January 1, 2022.
If the Company's TSR over the Performance Period is at the 50th percentile when
ranked against the TSRs of companies in the Index Group, 100% of the target
number of RSUs will be eligible to vest. For every percentile by which the
Company's TSR ranking within the Index Group exceeds the 50th percentile, the
number of RSUs eligible to vest will increase by 3.33% of target, up to a
maximum of 200% of target if the Company's TSR ranking is at the 80th
percentile. For every percentile by which the Company's TSR ranking within the
Index Group is below the 50th percentile, the number of RSUs eligible to vest
will decrease by 3%, with no payout if the Company's TSR ranking is below the
25th percentile. Earned RSUs will vest on the date that the Company's fiscal
2024 financial results are certified.

In addition, on February 18, 2022, the Committee approved a new form of change
in control and severance agreement (the "CIC Agreement") for its executive
officers (excluding the Chief Executive Officer) and other members of senior
management. It is anticipated that all of such individuals will enter into a CIC
Agreement with the Company to replace prior change in control and severance
agreements terminated by the Company effective as of December 2021.

The new form of CIC Agreement provides for substantially the same severance
payments and benefits as the prior change in control agreements that terminated
in December 2021 but the new form of CIC Agreement has been revised to, among
other things, provide that if the employee is employed by the Company as of the
date of a Change in Control Event (as defined in the CIC Agreement), then the
treatment of any then-unvested equity awards held by the employee, including
equity awards subject to performance-based vesting, upon the Change in Control
Event or upon a subsequent termination of employment shall be as set forth in
the grant agreements entered into with the Company governing such awards. The
foregoing description of the CIC Agreement is qualified in its entirety by the
full text of the CIC Agreement set forth in Exhibit 99.1 and incorporated herein
by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits
Exhibit No.            Description
99.1                     Form of Change in Control Agreement
104                    Cover page interactive data file (the cover page

XBRL tags are embedded


                       within the inline XBRL document)

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