EX-10.14



 Exhibit 10.14 

CASA SYSTEMS, INC. 

Restricted Stock Unit Agreement (Time Vested) 

2017 Stock Incentive Plan 

NOTICE OF GRANT 
 This Restricted Stock Unit
Agreement (this “Agreement”) is made as of the Agreement Date between Casa Systems, Inc. (the “Company”), a Delaware corporation, and the Participant. 

 

	I.	Agreement Date: 

  

	II.	Participant Information 

 Participant: 

Participant Address: 
  

	III.	Grant Information 

 Grant Date: 

Number of Restricted Stock Units: 
  

	IV.	Vesting Table 

  

			
	 Vesting Date
	  	 Number of Restricted Stock Units that Vest

		  	
		  	
		  	
		  	

 This Agreement includes this Notice of Grant and the following Exhibit, which is expressly incorporated by reference in its
entirety herein: 
 Exhibit A – General Terms and Conditions 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date. By executing this Notice of Grant, the Participant hereby
acknowledges that the Participant has read this Notice of Grant and the Terms and Conditions in the following Exhibit, has received and read the Plan, and understands and agrees to comply with the terms and conditions of this Agreement and the Plan.

  

					
	CASA SYSTEMS, INC.	 		 	PARTICIPANT
			
	   
	 		 	   

	Name:	 		 	Name:
	Title:	 		 	








 Restricted Stock Unit Agreement (Time Vested) 

2017 Stock Incentive Plan 

EXHIBIT A 

GENERAL TERMS AND CONDITIONS 

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 

1.    Award of Restricted Stock Units. 

In consideration of services rendered and to be rendered to the Company by the Participant, the Company has granted to the Participant,
subject to the terms and conditions set forth in this Agreement and in the Company’s 2017 Stock Incentive Plan (the “Plan”), an award with respect to the number of restricted shares units (the “RSUs”) set forth
in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”). Each RSU represents the right to receive one share of common stock, $0.001 par value per share, of the Company (the “Common Stock”)
upon vesting of the RSU, subject to the terms and conditions set forth herein. 
 2.    Vesting. 

(a)    The RSUs shall vest in in accordance with the Vesting Table set forth in the Notice of Grant (the “Vesting
Table”). Any fractional shares resulting from the application of the percentages in the Vesting Table shall be rounded down to the nearest whole number of RSUs. 

(b)    Upon the vesting of the RSU, the Company will deliver to the Participant, for each RSU that becomes vested, one
share of Common Stock, subject to the payment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such date.
Notwithstanding anything herein to the contrary, in the sole discretion of the Board, the Company may, with respect to any applicable vesting date of the RSU, deliver to the Participant cash having a fair market value equal to the number of shares
of Common Stock underlying the portion of the RSU that vested on such date, payable within 30 days of the vesting date, less applicable taxes. 

3.    Forfeiture of Unvested RSUs Upon Cessation of Service. 

In the event that the Participant ceases to perform services to the Company for any reason or no reason, with or without cause, all of the
RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no
further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to
the Company shall instead be deemed to refer to service with such subsidiary. 
 4.    Restrictions on Transfer.

 The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”) any RSUs, or any interest therein. 







 
The Company shall not be required to treat as the owner of any RSUs or issue any Common Stock to any transferee to whom such RSUs have been transferred in violation of any of the provisions of
this Agreement. 
 5.    Rights as a Shareholder. 

The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock that may be issuable with
respect to the RSUs until the issuance of the shares of Common Stock to the Participant following the vesting of the RSUs. 

6.    Provisions of the Plan. 

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

7.    Tax Matters. 

(a)    Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she
is responsible for obtaining the advice of the Participant’s own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its
agents with respect to the tax consequences relating to the RSUs. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition,
vesting and/or disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of the Internal Revenue Code, as amended, is available with respect to RSUs. 

(b)    Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments
of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. On each vesting date (or other date or time at which the Company is required to
withhold taxes associated with the RSUs), the Company will retain from the shares of Common Stock otherwise issuable on such date a number of shares having a fair market value (as determined by the Company in its sole discretion) equal to the
Company’s minimum statutory withholding obligation. If the Company is unable to retain sufficient shares of Common Stock to satisfy such tax withholding obligations, the Participant acknowledges and agrees that the Company or an affiliate of
the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld for taxes relating to the RSUs. The Company shall not deliver any
shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made and if such withholding taxes cannot be timely satisfied, then the Participant shall forfeit the RSUs and have no further rights with
respect to the award. 
 8.    Miscellaneous. 

(a)    Authority of Compensation Committee. In making any decisions or taking any actions with respect to the
matters covered by this Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the 







 
protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement shall be made in the Compensation Committee’s discretion and
shall be final and binding on the Participant. 
 (b)    No Right to Continued Service. The Participant
acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued service to the Company, this Agreement does not constitute an express or implied promise of continued service relationship
with the Participant or confer upon the Participant any rights with respect to a continued service relationship with the Company. 

(c)    Section 409A. The RSUs awarded pursuant to this Agreement are intended to be exempt from or comply with the
requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations issued thereunder (“Section 409A”). The delivery of shares of Common Stock on the vesting of the RSUs may not be accelerated or deferred
unless permitted or required by Section 409A. 
 (d)    Participant’s Acknowledgements. The Participant
acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek
such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement. 

(e)    Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal
laws of the State of Delaware without regard to any applicable conflicts of laws provisions.