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Exhibit 10.2  


 
 

STARENT NETWORKS, CORP.    
    


Nonstatutory Stock Option Agreement
 Granted Under 2000 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 2000 Stock Incentive Plan (the "Plan"), a total of
                  shares (the "Shares") of common stock, par value $0.001 per share, of the Company ("Common Stock") at $1.10 per Share. The Start of Vesting
Date is                  , 200    .
Unless earlier terminated, this option shall expire 10 years after the Grant Date (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 25% of the original number of Shares (the "Initial Vesting Amount") on the first anniversary of the Start of Vesting
Date ("SOV") and as to an additional 6.25% of the original number of Shares at the end of each successive three-month period following the first anniversary of the SOV until the fourth anniversary of
the SOV (the "End Date"). 


        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. 


        (b)   In
the event of a Change of Control (as defined below), notwithstanding anything herein to the contrary, immediately prior to the closing of the Change of Control the
option will automatically vest in full and be fully exercisable. 


        (c)   For
the purposes of this Agreement, "Change of Control" shall mean any (i) merger or consolidation which results in the voting securities of the Company
outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity (the
"Acquiror")) less than a majority of the combined voting power of the voting securities of the Company or the Acquiror outstanding immediately after such merger or consolidation, (ii) sale of
all or substantially all of the assets of the Company or (iii) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least
80% of the voting power of the outstanding securities of the Company. 


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 or for fewer than ten whole shares. 


        (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, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (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 service as a director of the
Company or 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. "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 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.    Right of First Refusal.    



        (a)   If
the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any
Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the
proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer. 


        (b)   For
30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the
price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all of the Offered Shares, it shall give written notice of such election to the Participant
within such 30-day period. Within 10 days after his receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates
representing the Offered Shares, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the
Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for the Offered Shares;  provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares
on the same terms and conditions as were set 


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forth
in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company's exercise of its option to
purchase the Offered Shares. 


        (c)   If
the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option
granted to the Company under subsection (b) above, transfer the Offered Shares to the proposed transferee, provided that such transfer shall not
be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this
Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. 


        (d)   After
the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company
shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered
Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares. 


        (e)   The
following transactions shall be exempt from the provisions of this Section 4: 



        (1)   any
transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 



        (2)   any
transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and 


        (3)   the
sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); 




provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall
remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that
such transferee shall be bound by all of the terms and conditions of this Section 4. 


        (f)    The
Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 


        (g)   The
provisions of this Section 4 shall terminate upon the earlier of the following events: 



        (1)   the
closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the
Securities Act; or 


        (2)   the
sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger
or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or
indirectly, more than 75% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 




        (h)   The
Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions
set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred. 


5.    Agreement in Connection with Public Offering.    


        The
Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the Securities Act,
(i) not to sell, make 


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short
sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the
prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. 



6.    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. 


7.    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. 


8.    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. 


[Remainder
of Page Intentionally Left Blank] 


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        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.
	

 	
 	

By:	

    
 John P. Delea, Jr.

Chief Financial Officer
	

 	
 	

Date:	

    





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PARTICIPANT'S ACCEPTANCE 


        The
undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned also hereby acknowledges receipt of a copy of the Company's 2000 Stock
Incentive Plan. 



	

 	
 	

Participant's Signature:	
 	

    

	

 	
 	

Print Name:	
 	

    

	

 	
 	

Date:	
 	

    

	

 	
 	

Address:	
 	

    

	

 	
 	

 	
 	

    






	

For Starent HR Use Only:	
 	

Grant Date:	

    

	

 	
 	

Date Received:	

    





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STARENT NETWORKS, CORP. 


Nonstatutory
Stock Option Agreement
 Granted Under 2000 Stock Incentive Plan


1.    Grant of Option.    



        This
agreement evidences the grant by Starent Networks, Corp., a Delaware corporation (the "Company"), on Date (the "Grant Date") to  Name a consultant 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
2000 Stock Incentive Plan (the "Plan"), a total of XXXX shares (the "Shares") of common stock, .001 par value per share, of the Company ("Common Stock")
at $.18 per Share. Start of Vesting date is Date, 2003. Unless earlier terminated, this option shall
expire on xxxxxxxx (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 25% of the original number of Shares (the "Initial Vesting Amount") on the first anniversary of the Start of Vesting
Date ("SOV") and as to an additional 6.25% of the original number of Shares at the end of each successive three-month period following the first anniversary of the SOV until the fourth anniversary of
the SOV (the "End Date"). 


        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. 


        (b)   In
the event of an Acquisition (as defined below), then the option will automatically vest as to an additional amount equal to the Initial Vesting Amount (or such lesser
percentage of the original number of Shares that is then unvested) immediately prior to the closing of the Acquisition, the remaining unvested portion of this option shall continue to vest in
accordance with Section 2(a) above, and the End Date shall be accelerated by 12 months. 


        (c)   For
the purposes of this Agreement, "Acquisition" shall mean any (i) merger or consolidation which results in the voting securities of the Company outstanding
immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity (the "Acquiror")) less
than a majority of the combined voting power of the voting securities of the Company or the Acquiror outstanding immediately after such merger or consolidation, (ii) sale of all or
substantially all of the assets of the Company or (iii) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 80% of
the voting power of the outstanding securities of the Company. 


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 or for fewer than ten whole shares. 


        (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, officer or director of, or 







 



consultant
or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (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,  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)    Discharge for Cause.    If the Participant, prior to the Final Exercise Date, is discharged by the Company for
"cause" (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. "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 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.    Right of First Refusal.    


        (a)   If
the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any
Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the
proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer. 


        (b)   For
30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the
price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all of the Offered Shares, it shall give written notice of such election to the Participant
within such 30-day period. Within 10 days after his receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates
representing the Offered Shares, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the
Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for the Offered Shares;  provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares
on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not
invalidate the Company's exercise of its option to purchase the Offered Shares. 


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        (c)   If
the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option
granted to the Company under subsection (b) above, transfer the Offered Shares to the proposed transferee, provided that such transfer shall not
be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this
Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. 


        (d)   After
the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company
shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered
Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares. 


        (e)   The
following transactions shall be exempt from the provisions of this Section 4: 



        (1)   any
transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 



        (2)   any
transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and 


        (3)   the
sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); 




provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall
remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that
such transferee shall be bound by all of the terms and conditions of this Section 4. 


        (f)    The
Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 


        (g)   The
provisions of this Section 4 shall terminate upon the earlier of the following events: 



        (1)   the
closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the
Securities Act; or 


        (2)   the
sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger
or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or
indirectly, more than 75% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 




        (h)   The
Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions
set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred. 


5.    Agreement in Connection with Public Offering.    


        The
Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the Securities Act,
(i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in
the offering) without the 


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prior
written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. 


6.    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. 


7.    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. 


8.    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:	John P. Delea, Jr.
	 	 	 	Title:	Vice President of Finance/CFO




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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 2000 Stock
Incentive Plan. 



	

 	
 	

PARTICIPANT:	
 	

    

	

 	
 	

Address:	
 	

 




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STARENT NETWORKS, CORP.  


Incentive Stock Option Agreement
 Granted Under 2000 Stock Incentive Plan


1.    Grant of Option.    



        This
agreement evidences the grant by Starent Networks, Corp., a Delaware corporation (the "Company"), on DATE, 2005 (the "Grant Date") to  NAME, an employee 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
2000 Stock Incentive Plan (the "Plan"), a total of NUMBER shares (the "Shares") of common stock, .001 par value per share, of the Company ("Common
Stock") at $PRICE per Share. Your Start of Vesting date is DATE, 2005. Unless earlier terminated, this
option shall expire 10 years after the Grant Date (the "Final Exercise Date"). 



        It
is intended that the option evidenced by this agreement shall 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 25% of the original number of Shares (the "Initial Vesting Amount") on the first anniversary of the Start of Vesting
Date ("SOV") and as to an additional 6.25% of the original number of Shares at the end of each successive three-month period following the first anniversary of the SOV until the fourth anniversary of
the SOV (the "End Date"). 


        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. 


        (b)   In
the event of an Acquisition (as defined below), then the option will automatically vest as to an additional amount equal to the Initial Vesting Amount (or such lesser
percentage of the original number of Shares that is then unvested) immediately prior to the closing of the Acquisition, the remaining unvested portion of this option shall continue to vest in
accordance with Section 2(a) above, and the End Date shall be accelerated by 12 months. 


        For
the purposes of this Agreement, "Acquisition" shall mean any (i) merger or consolidation which results in the voting securities of the Company outstanding immediately prior
thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity (the "Acquiror")) less than a majority of
the combined voting power of the voting securities of the Company or the Acquiror outstanding immediately after such merger or consolidation, (ii) sale of all or substantially all of the assets
of the Company or (iii) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 80% of the voting power of the
outstanding securities of the Company. 


        (c)   Notwithstanding
anything to the contrary herein, if the Participant is (i) on inactive status with the Company for more than three (3) consecutive months
or three (3) months in any calendar year, whether because such Participant is temporarily disabled and unable to perform his or her duties for the Company, takes a leave of absence from his or
her duties for the Company, or is inactive for at least such period of time for any other reason, but (ii) continues to be an employee of the Company during such period, then such Participant
shall not vest in any shares pursuant to this Section 2 for the portion of such inactive period which is greater than three (3) months. In such event, the Participant shall recommence
vesting of the option upon the first day of the calendar month immediately following the end of such period of disability or leave of absence. 







 



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 through (i) in cash or by check, payable to the order of the Company, (ii) except as
the Board may, in its sole discretion, otherwise provide in an option agreement, by (A) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to
the Company sufficient funds to pay the exercise price or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise price, (iii) when the Common Stock is registered under the
Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith ("Fair Market
Value"), provided (A) such method of payment is then permitted under applicable law and (B) such Common Stock was owned by the Participant at least six months prior to such delivery,
(iv) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (v) payment of such other lawful consideration as the Board may determine. 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 or for fewer than ten whole shares. 


        (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, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (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,  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)    Discharge for Cause.    If the Participant, prior to the Final Exercise Date, is discharged by the Company for
"cause" (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. "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 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. 


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4.    Right of First Refusal.    


        (a)   If
the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any
Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the
proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer. 


        (b)   For
30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the
price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all of the Offered Shares, it shall give written notice of such election to the Participant
within such 30-day period. Within 10 days after his receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates
representing the Offered Shares, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the
Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for the Offered Shares;  provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares
on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not
invalidate the Company's exercise of its option to purchase the Offered Shares. 


        (c)   If
the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option
granted to the Company under subsection (b) above, transfer the Offered Shares to the proposed transferee, provided that such transfer shall not
be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this
Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. 


        (d)   After
the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company
shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered
Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares. 


        (e)   The
following transactions shall be exempt from the provisions of this Section 4: 



        (1)   any
transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 


        (2)   any
transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and 



        (3)   the
sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); 




provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall
remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that
such transferee shall be bound by all of the terms and conditions of this Section 4. 



        (f)    The
Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 


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        (g)   The
provisions of this Section 4 shall terminate upon the earlier of the following events: 



        (1)   the
closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the
Securities Act; or 


        (2)   the
sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger
or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or
indirectly, more than 75% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 




        (h)   The
Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions
set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred. 


5.    Agreement in Connection with Public Offering.    


        The
Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the Securities Act,
(i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in
the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from
the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the
time of such offering. 


6.    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. 


7.    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. 


8.    Disqualifying Disposition.    


        If
the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this
option, the Participant shall notify the Company in writing of such disposition. 


9.    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. 


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        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.
	

 	
 	

By:	

    
 John P. Delea, Jr.

VP of Finance/CFO
	 	 	Date:	    





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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 2000 Stock
Incentive Plan. 



	

 	
 	

Participant's Signature:	
 	

    

	

 	
 	

Print Name:	
 	

    

	 	 	Date:	 	    

	 	 	Address:	 	    

	    	 	    	 	    





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