Common use of Golden Parachute Excise Taxes Clause in Contracts

Golden Parachute Excise Taxes. Payments under this Agreement shall be made without regard to whether the deductibility of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefits) would subject you to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). Notwithstanding anything to the contrary in this Agreement or any other agreement between you and the Company, in the event that any payment or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to constitute an “excess parachute payment” within the meaning of Section 280G of the Code (whether paid or payable, distributed or distributable or accelerated or subject to acceleration pursuant to the terms of this Agreement or otherwise, including, without limitation, any additional payments required under this Section 5A) (the aggregate of such amounts being referred to herein as the “Excess Parachute Payments”), then you shall be entitled to receive an additional payment, not to exceed $5.0 million (a “Gross-Up Payment”), of an amount such that, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. The payment of a Gross-Up Payment under this Section 5A shall in no event be conditioned upon the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be made at the Company’s expense by the Company’s certified public accounting firm as of immediately prior to the consummation of the change in control in respect of which the Gross-Up Payment is to be made, or such other certified public accounting firm designated by the Company prior to such change in control. You agree to provide such accounting firm with all information reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except as set forth herein, the terms of the 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 the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx Xxxxx

Golden Parachute Excise Taxes. Payments under this Agreement shall be made without regard to whether the deductibility of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefits) would subject you to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). Notwithstanding anything to the contrary in this Agreement or any other agreement between you and the Company, in the event that any payment or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to constitute an “excess parachute payment” within the meaning of Section 280G of the Code (whether paid or payable, distributed or distributable or accelerated or subject to acceleration pursuant to the terms of this Agreement or otherwise, including, without limitation, any additional payments required under this Section 5A) (the aggregate of such amounts being referred to herein as the “Excess Parachute Payments”), then you shall be entitled to receive an additional payment, not to exceed $5.0 million (a “Gross-Up Payment”), of an amount such that, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. The payment of a Gross-Up Payment under this Section 5A shall in no event be conditioned upon the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be made at the Company’s expense by the Company’s certified public accounting firm as of immediately prior to the consummation of the change in control in respect of which the Gross-Up Payment is to be made, or such other certified public accounting firm designated by the Company prior to such change in control. You agree to provide such accounting firm with all information reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except The Gross-Up Payment shall be paid to you as set forth herein, soon as practicable following the terms determination of liability but in any event no later than the end of the Agreement, as previously amended, remain taxable year next following the taxable year in full force and effect, without amendment. Please sign below to indicate your acceptance of which you remit the terms of this amendment taxes related to the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx XxxxxGross-Up Payment.

Golden Parachute Excise Taxes. Payments under In the event that the benefits provided for in this Agreement shall be made without regard to whether or otherwise constitute “parachute payments” within the deductibility meaning of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefits) would be subject you to the federal excise tax levied on certain “excess parachute payments” under imposed by Section 4999 of the Code (the “Excise Tax”). Notwithstanding anything , and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the contrary in this Agreement or any other agreement between you and extent necessary (but only to that extent) so that no portion of such benefits will be subject to the CompanyExcise Tax. Alternatively, in the event that any payment the benefits provided for in this Agreement or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to otherwise constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the Code (whether paid or payableCode, distributed or distributable or accelerated or would be subject to acceleration pursuant to the terms of this Agreement or otherwiseExcise Tax, including, without limitation, any additional payments required under this Section 5A) (and the aggregate value of such amounts being referred parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to herein as or greater than the product obtained by multiplying 3.59 by Executive’s “Excess Parachute Payments”base amount” within the meaning of Code Section 280G(b)(3), then you Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional paymentpayment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence (together, not to exceed $5.0 million (a the “Excise Tax Gross-Up Payment”); provided, of an amount such thathowever, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) that the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. The payment of a Gross-Up Payment under this Section 5A shall in no event be conditioned upon the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be capped at a maximum of one million dollars ($1,000,000). The Executive shall receive such payments no later than the end of the Executive’s taxable year following the taxable year in which the Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the amount required to be paid under this section shall be made at the Company’s expense in writing by the Company’s certified public a “Big Four” national accounting firm as (the “Accountants”). For purposes of immediately prior making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the consummation of Accountants such information and documents as the change Accountants may reasonably request in control in respect of which order to make a determination under this section. The Company shall bear all costs the Gross-Up Payment is to be made, or such other certified public accounting firm designated by the Company prior to such change in control. You agree to provide such accounting firm with all information Accountants may reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm incur in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined with any calculations contemplated by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except as set forth herein, the terms of the 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 the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx Xxxxxsection.

Golden Parachute Excise Taxes. Payments In the event that the benefits provided for under this Agreement shall be made without regard or otherwise payable to whether Founder (a) constitutes a “parachute payment” within the deductibility meaning of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefitsb) would be subject you to the federal excise tax levied on certain “excess parachute payments” imposed by Section 4999 of the Code, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Founder, on an after-tax basis, of the greatest amount of benefit, notwithstanding that all or some portion of such benefit may be taxable under Section 4999 of the Code. Unless Parent and Founder otherwise agree in writing, the determination of Founder’s excise tax liability and the amount required to be paid under this subsection shall be made in writing by Parent’s independent auditors who are primarily used by Parent immediately prior to the Effective Time (the “Excise TaxAccountants”). Notwithstanding anything to the contrary in this Agreement or any other agreement between you and the Company, in the event that any payment or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to constitute an “excess parachute payment” within the meaning of Section 280G of the Code (whether paid or payable, distributed or distributable or accelerated or subject to acceleration pursuant to the terms of this Agreement or otherwise, including, without limitation, any additional payments required under this Section 5A) (the aggregate of such amounts being referred to herein as the “Excess Parachute Payments”), then you shall be entitled to receive an additional payment, not to exceed $5.0 million (a “Gross-Up Payment”), of an amount such that, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining making the amount calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross incomeCode. The payment of Company and Founder shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a Gross-Up Payment determination under this Section 5A subsection. The Company shall in no event be conditioned upon bear all costs the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be made at the Company’s expense by the Company’s certified public accounting firm as of immediately prior to the consummation of the change in control in respect of which the Gross-Up Payment is to be made, or such other certified public accounting firm designated by the Company prior to such change in control. You agree to provide such accounting firm with all information Accountants may reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm incur in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined with any calculations contemplated by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except as set forth herein, the terms of the 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 the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx Xxxxxsubsection.

Golden Parachute Excise Taxes. Payments under In the event that the benefits provided for in this Agreement shall be made without regard to whether or otherwise constitute “parachute payments” within the deductibility meaning of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefits) would be subject you to the federal excise tax levied on certain “excess parachute payments” under imposed by Section 4999 of the Code (the “Excise Tax”). Notwithstanding anything , and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the contrary in this Agreement or any other agreement between you and extent necessary (but only to that extent) so that no portion of such benefits will be subject to the CompanyExcise Tax. Alternatively, in the event that any payment the benefits provided for in this Agreement or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to otherwise constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the Code (whether paid or payableCode, distributed or distributable or accelerated or would be subject to acceleration pursuant to the terms of this Agreement or otherwiseExcise Tax, including, without limitation, any additional payments required under this Section 5A) (and the aggregate value of such amounts being referred parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to herein as or greater than the product obtained by multiplying 3.59 by Executive’s “Excess Parachute Payments”base amount” within the meaning of Code Section 280G(b)(3), then you Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional paymentpayment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence (together, not to exceed $5.0 million (a the “Excise Tax Gross-Up Payment”); provided, of an amount such thathowever, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) that the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. The payment of a Gross-Up Payment under this Section 5A shall in no event be conditioned upon the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be capped at a maximum of one million dollars ($1,000,000). Executive shall receive such payments no later than the end of Executive’s taxable year following the taxable year in which Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the amount required to be paid under this section shall be made at the Company’s expense in writing by the Company’s certified public a “Big Four” national accounting firm as (the “Accountants”). For purposes of immediately prior making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the consummation of Accountants such information and documents as the change Accountants may reasonably request in control in respect of which order to make a determination under this section. The Company shall bear all costs the Gross-Up Payment is to be made, or such other certified public accounting firm designated by the Company prior to such change in control. You agree to provide such accounting firm with all information Accountants may reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm incur in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined with any calculations contemplated by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except as set forth herein, the terms of the 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 the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx Xxxxxsection.

Golden Parachute Excise Taxes. Payments under In the event that the benefits provided for in this Agreement shall be made without regard to whether or otherwise constitute “parachute payments” within the deductibility meaning of such payments or benefits (or any other payments or benefits) to you or for your benefit would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without regard to whether such payments or benefits (or other payments or benefits) would be subject you to the federal excise tax levied on certain “excess parachute payments” under imposed by Section 4999 of the Code (the “Excise Tax”). Notwithstanding anything , and the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the contrary in this Agreement or any other agreement between you and extent necessary (but only to that extent) so that no portion of such benefits will be subject to the CompanyExcise Tax. Alternatively, in the event that any payment the benefits provided for in this Agreement or benefit to you or for your benefit, or any acceleration of vesting of any such payment or benefit, by the Company, a person acquiring ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets, or any entity whose relationship to the Company or such person requires attribution of stock ownership between the parties under Section 318(a) of the Code, is deemed to otherwise constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the Code (whether paid or payableCode, distributed or distributable or accelerated or would be subject to acceleration pursuant to the terms of this Agreement or otherwiseExcise Tax, including, without limitation, any additional payments required under this Section 5A) (and the aggregate value of such amounts being referred parachute payments, as determined in accordance with Section 280G of the Code and the Treasury Regulations thereunder is equal to herein as or greater than the product obtained by multiplying 3.59 by Executive’s “Excess Parachute Payments”base amount” within the meaning of Code Section 280G(b)(3), then you Executive shall be entitled receive (i) a payment from the Company sufficient to receive pay such Excise Tax, plus (ii) an additional paymentpayment from the Company sufficient to pay the Excise Tax and federal and state income and employment taxes arising from the payments made by the Company to Executive pursuant to this sentence (together, not to exceed $5.0 million (a the “Excise Tax Gross-Up Payment”); provided, of an amount such thathowever, to the maximum extent possible given such $5.0 million cap, after payment by you of all taxes imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, you retain an amount of the Gross-Up Payment equal to the sum of: (a) that the Excise Tax imposed upon the Excess Parachute Payments; and (b) the product of any deductions disallowed on your return because of the inclusion of the Gross-Up Payment in your adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have: (x) paid federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and (z) otherwise allowable deductions for federal income tax purposes at least equal to those which would be disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. The payment of a Gross-Up Payment under this Section 5A shall in no event be conditioned upon the termination of your employment or the receipt of severance benefits under this Agreement. Upon your written request, the determination as to whether any of your payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect to such payments, and the amount of any Gross-Up Payment shall be capped at a maximum of one million dollars ($1,000,000). The Executive shall receive such payments no later than the end of the Executive’s taxable year following the taxable year in which the Executive remitted the applicable taxes. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the amount required to be paid under this section shall be made at the Company’s expense in writing by the Company’s certified public a “Big Four” national accounting firm as (the “Accountants”). Any reduction in payments and/or benefits required by this section shall occur in the following order: (1) reduction of immediately prior cash payments; (2) reduction in vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to the consummation Executive. In the event that acceleration of the change in control in respect vesting of which the Gross-Up Payment equity awards is to be madereduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such other certified public accounting firm designated by information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company prior to such change in control. You agree to provide such accounting firm with shall bear all information costs the Accountants may reasonably necessary for it to complete its analysis and otherwise to cooperate with all reasonable requests by the Company or such accounting firm incur in connection therewith. Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined with any calculations contemplated by the accounting firm described in the immediately preceding sentence, the Company shall, promptly following receipt of evidence to that effect, augment the Gross-Up Payment to reflect such higher Excise Tax liability (subject to the $5.0 Million cap set forth above). Except as set forth herein, the terms of the 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 the Agreement. Very truly yours, AKAMAI TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Executive Chairman I accept the foregoing amendment to my Employment Agreement with the Company. /s/ Xxxx Xxxxx Xxxx Xxxxxsection.