EXHIBIT 10.39

                            AKAMAI TECHNOLOGIES, INC.

      POLICY ON DIRECTOR COMPENSATION PAYABLE UPON DEPARTURE FROM THE BOARD

                           Adopted September 20, 2006

      Upon the departure from the Board of Directors of a non-employee Director
who is in good standing at the time of his or her departure(1), such Director
shall be entitled to the cash payments and accelerated vesting of equity awards
as set forth below:

Annual Cash Retainer

The Director will receive a cash payment equal to the annual cash retainer
payable to the Director under Akamai's non-employee director compensation plan
pro-rated based on the number of months lapsed since the most recent annual
meeting of the company's stockholders.

Equity Compensation Vesting

If the Director has completed one year of Board service at the time of
departure, 100% of the unvested deferred stock units (or similar full-value
equity awards granted to him or her) held by the Director shall vest as of the
time of departure and become distributable in accordance with their terms or the
Director's prior election.

If the Director has completed three years of Board service at the time of
departure, 100% of the unvested options initially granted to such Director upon
joining the Board shall vest as of the time of departure and become exercisable
in full.

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(1)   A Director shall be considered to be in good standing unless a majority of
      the Board of Directors otherwise so determines on or about the time of
      such Director's departure.