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Form of Executive Change of Control And Severance Agreement

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Exhibit 10.35

AKAMAI TECHNOLOGIES, INC.

CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the " Agreement" ) is made and entered into by and between (the " Executive" ) and Akamai Technologies, Inc. (the " Company" ), effective as of the last date set forth by the signatures of the parties below (the " Effective Date" ).

RECITALS

A. It is expected that the Company from time to time will consider the possibility of its acquisition by another company or another Change of Control Event (as defined below). The Board of Directors of the Company (the " Board" ) recognizes that such consideration, and the possibility that the Executive' s employment could be terminated by the Company for a reason other than for cause, can be distractions to the Executive and can cause the Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control Event of the Company or the termination by the Company of the Executive' s employment for a reason other than for Cause (as defined below).

B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Executive with an incentive to continue his or her employment with the Company, or a wholly-owned subsidiary of the Company, as the case may be, and to motivate the Executive to maximize the value of the Company upon a Change of Control Event for the benefit of its stockholders.

C. The Board believes that it is imperative to provide the Executive with certain benefits upon a Change of Control Event or upon the termination of the Executive' s employment following a Change of Control Event for a reason other than Cause, thereby encouraging the Executive to remain with the Company notwithstanding the possibility of a Change of Control Event or termination of employment for a reason other than for Cause. The Company and the Executive hereby agree as follows:

1. Term of Agreement . This Agreement shall terminate upon the date that all obligations of the Company and the Executive with respect to this Agreement have been satisfied. 2. At-Will Employment . The Company and the Executive acknowledge that the Executive' s employment is and shall continue to be at-will, as defined under applicable law, and may be terminated at any time by either party, with or without cause.

3. Change of Control Event . If: (i) the Executive is employed by the Company as of the date of a Change of Control Event; and (ii) within one year of the Change of Control Event the Executive' s employment is terminated by the surviving entity for any reason other than for Cause, including the Executive' s voluntary termination for Good Reason, then the Executive shall be entitled to:

(a) full acceleration of the vesting of the Executive' s stock options so that such stock options become 100% vested; and

(b) severance pay and benefits, all of which shall be paid less applicable withholdings for taxes and other deductions required by law, consisting of:

(i) A lump sum payment equal to one year of the Executive' s then-current base salary;

(ii) A lump sum payment equal to the annual incentive bonus at target that would have been payable to the Executive under the Company' s Executive Bonus Plan in effect immediately before the Change of Control Event, if any, in the year of the Executive' s termination had both the Company and the Executive achieved the target bonus objectives set forth in such Executive' s Bonus Plan during such year; and

(iii) Reimbursement for up to 12 months of the amount paid by the Executive for continued health and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA). In order to receive this benefit, the Executive must timely elect COBRA continuation coverage in accordance with the Company' s or surviving entity' s usual COBRA procedures.

All payments and benefits under this Section 3 are conditioned upon the Executive' s execution of a separation agreement acceptable to and provided by the surviving entity that contains, among other provisions, a full release of claims and, where permitted by applicable law, an agreement not to compete with the surviving entity for one year following the Executive' s termination. The payments and benefits described in Sections 3(a) and 3(b) shall be provided within sixty (60) days after the Executive' s termination of employment, provided the Executive has executed the separation agreement described herein 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.

4. Compliance with Section 409A . Subject to the provisions in this Section 4, any severance payments or benefits under Section 3 of this Agreement shall begin only upon the date of the Executive' s " separation from service" (determined as set forth below) which occurs on or after the date of termination of the Executive' s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Executive under Section 3 of this Agreement:

(a) It is intended that each installment of the severance payments and benefits provided under 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 Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments
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