Exhibit
10.1


STARENT NETWORKS, CORP.


Form of Non-Employee Director

Nonstatutory Stock Option Agreement

Granted Under 2007 Stock Incentive Plan


1.                                       Grant
of Option.


This agreement evidences the grant by Starent Networks,
Corp., a Delaware corporation (the “Company”), on
           , 200[ ]  (the “Grant Date”) to  [                  ],
a director of the Company (the “Participant”), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company’s 2007 Stock
Incentive Plan (the “Plan”), a total of
[                 ]
shares (the “Shares”) of common stock, $0.001  par
value per share, of the Company (“Common Stock”) at
$[          ] per Share.  Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on [               ]  (the “Final Exercise Date”).


It is intended that the option evidenced by this
agreement shall not be an incentive stock option as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”).  Except as
otherwise indicated by the context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.


2.                                       Vesting
Schedule.


(a)                                  This
option will become exercisable (“vest”) as to 20% of the original number of
Shares (the “Initial Vesting Amount”) on the first anniversary of the Grant
Date and as to an additional 5% of the original number of Shares at the end of
each successive  three-month  period following the first anniversary of
the Grant Date until the fifth anniversary of the Grant Date (the “End Date”).


(b)                                 The
right of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for which it is
vested until the earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.


(c)                                  Notwithstanding
Section 2(a) above, in case of (i) the consolidation or merger of the Company
with or into any other corporation or other entity (other than a merger or
consolidation in which all or substantially all of the individuals and entities
who were beneficial owners of the outstanding securities entitled to vote
generally in the election of directors of the Company immediately prior to such
transaction beneficially own, directly or indirectly, more than 50% of the
outstanding securities entitled to vote generally in the election of directors
of the resulting, surviving or acquiring corporation in such transaction), or
(ii) the sale of all or substantially all of the properties and assets of the
Company as an entirety to any other person (either event being hereinafter referred
to as a “Change of Control Event”), then 100% of the Shares shall become fully
vested upon the consummation of such Change of Control Event.













3.                                       Exercise
of Option.


(a)                                  Form
of Exercise.  Each election to
exercise this option shall be in writing, signed by the Participant, and
received by the Company at its principal office, accompanied by this agreement,
and payment in full in the manner provided in the Plan.  The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share.


(b)                                 Continuous
Relationship with the Company Required. 
Except as otherwise provided in this Section 3, this option may not
be exercised unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an employee or
officer of, or consultant or advisor to, the Company or any other entity the
employees, officers, directors, consultants, or advisors of which are eligible
to receive option grants under the Plan (an “Eligible Participant”)


(c)                                  Termination
of Relationship with the Company.  If
the Participant ceases to be an Eligible Participant for any reason, then,
except as provided in paragraphs (d) and (e) below, the right to exercise
this option shall terminate  three
months after such cessation (but in no event after the Final Exercise Date), provided
that this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.


(d)                                 Exercise
Period Upon Death or Disability.  If
the Participant dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or
she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall
be exercisable, within the period of one year following the date of death or
disability of the Participant, by the Participant (or in the case of death by
an authorized transferee), provided  that this option shall be
exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise Date.


(e)                                  Termination
for Cause.  If, prior to the Final
Exercise Date, the Participant’s employment or other relationship with the
Company is terminated by the Company for Cause (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of
such termination of employment or other relationship.  If the Participant is party to an employment,
consulting or severance agreement with the Company that contains a definition
of “cause” for termination of employment or other relationship, “Cause” shall
have the meaning ascribed to such term in such agreement.  Otherwise, “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform
his or her responsibilities to the Company (including, without limitation,
breach by the Participant of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or other similar agreement between the
Participant and the Company), as determined by the Company, which determination




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shall be conclusive.  The
Participant shall be considered to have been discharged for “Cause” if the
Company determines, within 30 days after the Participant’s resignation, that
discharge for cause was warranted.


4.                                       Withholding.


No Shares will be issued pursuant to the exercise of
this option unless and until the Participant pays to the Company, or makes
provision satisfactory to the Company for payment of, any federal, state or
local withholding taxes required by law to be withheld in respect of this
option.


5.                                       Nontransferability
of Option.


This option may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant, either voluntarily or by
operation of law, except by will or the laws of descent and distribution, and,
during the lifetime of the Participant, this option shall be exercisable only by
the Participant.


6.                                       Provisions
of the Plan.


This option is subject to the provisions of the Plan,
a copy of which is furnished to the Participant with this option.


IN WITNESS WHEREOF, the
Company has caused this option to be executed under its corporate seal by its
duly authorized officer.  This option
shall take effect as a sealed instrument.


	
   

  	
   

  	
   

  	
  STARENT NETWORKS, CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



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PARTICIPANT’S ACCEPTANCE


The undersigned hereby accepts the foregoing option
and agrees to the terms and conditions thereof. 
The undersigned hereby acknowledges receipt of a copy of the Company’s
2007 Stock Incentive Plan.


	
   

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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EXHIBIT
A


NOTICE OF STOCK OPTION EXERCISE


	
   

  	
  Date:

  	
   

  



Starent Networks, Corp.

30 International Place

Tewksbury, MA 01876


Attention:  Treasurer


Dear Sir or Madam:


I am the holder of an
Nonstatutory Stock Option granted to me under the Starent Networks, Corp. (the “Company”)
2007 Stock Incentive Plan on                      for
the purchase of                        shares
of Common Stock of the Company at a purchase price of $                    per
share.


I hereby exercise my
option to purchase                       shares
of Common Stock (the “Shares”), for which I have enclosed                       in
the amount of $                       
Please register my stock certificate as follows:


	
  

  	
   

  	
   

  	
   

  	
  (check applicable box)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name(s):

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  TEN COM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  TEN ENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  JT TEN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax I.D. #:

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
  UNIF GIFT MIN ACT

  



 


	
  Very truly yours,

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)