exv10w34



 





Exhibit 10.34




F5 Networks, Inc.

Notice of Grant of Stock Units

(Acopia Acquisition Equity Incentive Plan)




	 	 	 
	Name:

	 	Grant Number:
	Address:

	 	Plan:
	City, State, Zip Code:

	 	ID:
	Country:
	 	 





You have been awarded a grant of Restricted Stock Units (RSUs) as follows:




Award Amount:




Award Date:




Vesting Schedule:



This grant is governed by the terms of the F5 Networks, Inc. Acopia Acquisition Equity
Incentive Plan and the Acopia Acquisition Equity Incentive Plan Award Agreement, both of which are
made a part of this document.



By accepting this award of RSUs, you agree that F5 Networks may cover required tax withholdings
through payroll deductions if it is unable to withhold through alternate standard means.




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F5 NETWORKS, INC.

ACOPIA ACQUISITION EQUITY INCENTIVE PLAN

AWARD AGREEMENT




     Pursuant to the terms of its Acopia Acquisition Equity Incentive Plan (the “Plan”), F5
Networks, Inc., a Washington corporation (the “Company”), has granted you an award (the “Award”)
(either a non-statutory stock option to purchase shares of the Company’s Common Stock (an “Option”)
or stock units representing the right to receive shares of the Company’s Common Stock (“Stock
Units”) as set forth in the Notice of Grant of Stock Options or Stock Units (the “Grant Notice”))
on the terms and conditions as set forth in this Acopia Acquisition Equity Incentive Plan Award
Agreement (this “Agreement”), the Grant Notice (which is incorporated herein by reference) and the
Plan (which is incorporated herein by reference). Capitalized terms used but not defined in this
Agreement shall have the meanings specified in the Plan.



     IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH BELOW, THE PARTIES AGREE AS FOLLOWS:



     1. Grant of Award; Grant Date. The Company has granted you an Award to purchase (in the case
of an Option) or to be issued (in the case of Stock Units) the total number of shares of Common
Stock of the Company as set forth in the Grant Notice (the “Award Shares”) on the terms and
conditions set forth in this Agreement, the Grant Notice and the Plan, including in the case of an
Option at the exercise price per share of Common Stock set forth in the Grant Notice (the “Award
Price”). The number and kind of Award Shares and the Award Price may be adjusted in certain
circumstances in accordance with Section 11 of the Plan.



     2. Vesting and Exercise or Settlement of Stock.



          2.1. Options.




          (a) The Option will vest and become exercisable during its term in accordance with the vesting
schedule set forth in the Grant Notice and with the applicable provisions of the Plan and this
Agreement. Vesting will cease upon the termination of your Continuous Service except as otherwise
set forth in the Plan or this Agreement.




          (b) The vested and exercisable portion of the Option may be exercised during its term (as set
forth in Section 6) electronically as directed by the Company or by delivering a Notice of Exercise
(in a form designated by the Company), together with the Award Price (payable in the manner set
forth in Section 3) to the Secretary of the Company, or to such other person as the Company may
designate, during regular business hours, together with such additional documents as the Company
may then require.




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          (c) By exercising the Option, you agree that, as a condition to any exercise of the Option,
the Company may require you to enter an arrangement providing for the payment by you to the Company
of any tax withholding obligation of the Company arising by reason of (1) the exercise of the
Option or (2) the disposition of shares acquired upon such exercise.




          2.2. Stock Units. On each date that Stock Units vest (a “Vesting Date”), the Stock
Units will be settled as to the number of shares vesting on such Vesting Date, meaning that the
Company will (subject to your obligations to satisfy the requirements of Sections 5 and 9) issue to
you the number of shares vesting on such Vesting Date and the Award will thereafter remain in
effect only as to the number of unvested shares of Common Stock remaining subject thereto. The
shares of Common Stock issued upon conversion of Stock Units will be registered in your name as of
each Vesting Date on the register of shareholders of the Company (through its transfer agent).




     3. Method of Payment of the Option Award Price. Payment of the Award Price is due in full
upon exercise of all or any part of the Option. You may elect to make payment of the Award Price
by any of the methods, or combination thereof, described in the Plan, provided that the Board may,
in its sole discretion, refuse to accept a particular form of consideration at the time of exercise
of any Option, or agree to accept any other form of legal consideration.



     4. Whole Shares. The Award may only be exercised or settled for whole shares.



     5. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, the
Award may not be exercised or settled unless the shares issuable upon exercise or settlement of the
Award are then registered under the Securities Act or, if such shares are not then so registered,
the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise or settlement of the Award must also comply with
other applicable laws and regulations governing the Award, and the Award may not be exercised or
settled, and the Company will have no liability for failure to issue shares of Common Stock upon
exercise or settlement of the Award, if the Company determines that the exercise or settlement
would not be in material compliance with such laws and regulations.



     6. Term and Termination of Award.



          6.1. Options. Subject to earlier termination as required under Section 11 of the
Plan, the term of the Option commences on the Grant Date and expires upon the earliest of the
following:




          (a) three (3) months after the termination of your Continuous Service for any reason other
than death or Disability, provided that if during any part of such three-month period the Option is
not exercisable solely because of the condition set forth in Section 5, the Option shall not expire
until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;




          (b) twelve (12) months after the termination of your Continuous Service due to Disability;




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          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for reason other than Cause;




          (d) the Expiration Date indicated in the Grant Notice; or




          (e) the tenth (10th) anniversary of the Grant Date.




          6.2. Stock Units. In the event your Continuous Service terminates, any Stock Units
and the shares of Common Stock subject thereto (that have not been issued upon settlement) shall be
forfeited.




     7. Transferability. The Award is not transferable, except by will or by the laws of descent
and distribution. Options are exercisable during your life only by you. Shares of Common Stock
issued upon vesting of a Stock Unit are issuable during your life only to you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise the Option or receive shares of Common Stock issued upon vesting of a Stock Unit.



     8. Not a Service Contract. This Agreement is not an employment or service contract, and
nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to
continue your employment. In addition, nothing in this Agreement shall obligate the Company or an
Affiliate, their respective shareholders, Board, officers or employees to continue any relationship
that you might have as a director or consultant for the Company or an Affiliate.



     9. Withholding Obligations.



          9.1. At the time the Option is exercised, in whole or in part, or shares of Common Stock are
issued upon settlement of Stock Units or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you, or otherwise agree
to make adequate provision for (including by means of a “cashless exercise” pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by
the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, which arise in connection with the Award.




          9.2. The Option is not exercisable and shares of Common Stock are not issuable upon settlement
of Stock Units unless the tax withholding obligations of the Company are satisfied. Accordingly,
you may not be able to exercise the Option or receive shares of Common Stock upon settlement of
Stock Units when desired even though the Award is vested.




     10. Professional Advice. The acceptance and exercise or settlement of the Award and the sale
of Award Shares has consequences under federal and state tax and securities laws which may vary
depending upon your individual circumstances. Accordingly, you acknowledge



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that you have been advised to consult your personal legal and tax advisor in connection with
this Agreement and your dealings with respect to the Award and the Award Shares. You further
acknowledge that the Company has made no warranties or representations to you with respect to the
income tax consequences of the grant and exercise or settlement of the Award or the sale of the
Award Shares and you are in no manner relying on the Company or its representatives for an
assessment of such consequences.




     11. Governing Plan Document. Your Award is subject to all applicable provisions of the Plan,
which are hereby made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and adopted pursuant
to the Plan. In the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.



     12. Damages. You shall be liable to the Company for all costs and damages, including
incidental and consequential damages, resulting from a disposition of Award Shares which is not in
conformity with the provisions of this Agreement.



     13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Washington excluding those laws that direct the application of the laws of
another jurisdiction.



     14. Notices. All notices and other communications under this Agreement shall be in writing.
Unless and until you are notified in writing to the contrary, all notices, communications, and
documents directed to the Company and related to the Agreement, if not delivered by hand, shall be
mailed, addressed as follows:




F5 Networks, Inc.

401 Elliott Ave West

Seattle, WA 98119


Unless and until the Company is notified in writing to the contrary, all notices, communications,
and documents intended for you and related to this Agreement, if not delivered by hand, shall be
mailed to your last known address as shown on the Company’s books. Notices and communications
shall be mailed by first class mail, postage prepaid. All mailings and deliveries related to this
Agreement shall be deemed received when actually received, if by hand delivery, and five (5)
business days after mailing, if by mail.




     15. Amendment of this Agreement. The Board at any time, and from time to time, may amend the
terms of this Agreement; provided, however, that the rights under this Agreement shall not be
impaired by any such amendment unless (i) the Company requests your consent and (ii) you consent in
writing.




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