Exhibit 10.37
Confidential Materials omitted and
filed separately with the
Securities and Exchange Commission. Asterisks
denote omissions.
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Akamai
Technologies, Inc.
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2009 Executive Bonus Plan
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Name: Robert
Hughes
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Performance Period: FY
2009
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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
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Base salary:
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$
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Annual cash incentive bonus at
target:
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$
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Total Cash Compensation at target:
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$
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Performance
Objectives/Targets
Your 2009 cash
incentive bonus is comprised of two components: corporate financial
performance during Fiscal Year 2009 (60%) (the
“Corporate Financial Component”), performance of the
Company’s Advertising Decision Solutions business during
Fiscal Year 2009 (20%) the (“ADS Component”) and
individual 2009 performance goals 1 (20%) (the “MBO
Component”).
(A) The method for calculating the
Corporate 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:
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Akamai Performance Against
Actual % of Targets from Schedule
1 2
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Amount Payable to
You
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91.6% of
Targets:
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50% of
Financial Component
($ )
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96.1% of
Targets:
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85% of
Financial Component
($ )
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100% of
Targets:
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100% of
Financial Component
($ )
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102.6% of
Targets:
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115% of
Financial Component
($ )
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108.4% or
greater of Targets:
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200% of
Financial Component
($ )
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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.
(B) The method for calculating the
ADS Component is described in the attached Schedule 1 . In
the event of any question as to whether the components of the ADS
Component have been satisfied, the Compensation Committee shall
make such determination. The amounts payable to you under the ADS
Component are as follows:
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Akamai Performance Against
ADS Target Percentage from
Schedule 1 2
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Amount Payable to
You
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%
of ADS Target:
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50% of
Financial Component
($ )
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100% of ADS
Target:
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100% of
Financial Component
($ )
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or
greater of ADS Target:
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200% of
Financial Component
($ )
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Akamai
Technologies, Inc.
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2009 Executive Bonus Plan
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Unless otherwise determined by the Compensation
Committee, the ADS Component will not be paid if Akamai fails to
achieve at least
%
of Target and the maximum bonus payable thereunder is capped at
200% of the ADS Component.
(C) 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.
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1
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As established by the Chief
Executive Officer or, in the case of the CEO, the Compensation
Committee.
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2
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See Schedule 1 for pro-ration
formulas applicable to intermediate percentages not specified
below.
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3
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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.
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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.
