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Exhibit 10.1

                                F5 NETWORKS,INC.
                         NOTICE OF GRANT OF STOCK UNITS
                          (2005 EQUITY INCENTIVE PLAN)

NAME                                            GRANT NUMBER:
ADDRESS                                         PLAN:
CITY, STATE ZIP CODE                            ID:

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

AWARD AMOUNT:

AWARD DATE:

VESTING SCHEDULE: These RSUs will vest in consecutive equal quarterly increments
                  over the two year period  following the grant date. On each
                  vest date,  you will  receive  shares of F5  Networks,  Inc.
                  common  stock.  Vesting  will accelerate  on a change in
                  control as described  in the F5  Networks,  Inc.  2005  Equity
                  Incentive  Plan  Award   Agreement   (Accelerated   Vesting)
                  ("Agreement").

This grant is governed by the terms of the F5 Networks, Inc. 2005 Equity
Incentive Plan and the Agreement, both of which are made a part of this
document.

By accepting this grant 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.

F5 Networks, Inc.                                 Date:

------------------------------------              ------------------------------

Holder                                            Date:

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                                F5 NETWORKS, INC.
                           2005 EQUITY INCENTIVE PLAN
                                 AWARD AGREEMENT
                              (ACCELERATED VESTING)

      Pursuant to the terms of its 2005 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 2005 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.

            (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).

            2.3. Accelerated Vesting. Notwithstanding the vesting provisions set
forth in the Grant Notice and Section 11 of the Plan, in the event of a change
in control transaction as described in Section 11 of the Plan, the vesting of
100% of the shares of Common Stock subject to the Award (and if applicable, the
time during which the

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Award may be exercised or settled) shall be accelerated in full, and the Award
shall terminate if not exercised or settled at or prior to the closing of the
change in control transaction.

      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;

            (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

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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 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.