exv10w24






Exhibit 10.24




F5 Networks, Inc.

Notice of Grant of Stock Units

(2005 Equity Incentive Plan as Amended)




	 	 	 
	NAME

	 	PLAN
	ADDRESS
	 	 
	CITY, STATE ZIPCODE
	 	 





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




	 	 	 
	Award Amount:
	 	 
	 
	 	 
	Award Date:
	 	 
	 
	 	 
	Vesting Schedule:

	 	Fifty percent (50%) of the aggregate number of RSUs in the grant vest in equal quarterly
increments over two years. Fifty percent (50%) of the grant is based upon a performance
formula approved by the Compensation Committee of the Company’s Board of Directors.
	 
	 	 
	 

	 	On the 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 as Amended
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:	 	 
	 
	 	 	 	 
	 

	 	 	 	 





 









 






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 in lieu of Section 11(c) of the Plan, in the event of a “Change of Control” as
defined in the Change of Control Agreement form filed with the Securities and Exchange Commission
by the Company on May 4, 2009 as an exhibit to the Company’s Form 8-K ( “Change of Control”), the
vesting of 100% of the shares of Common Stock subject to the Award (and if applicable, the time
during which the Award may be exercised or settled) shall be accelerated in full, and to the extent
the Award is not continued in connection with the Change of Control because it is either not
assumed or not substituted for similar awards of a surviving or acquiring entity, the Award shall
terminate if not exercised or settled at or prior to the closing of the Change of Control.



     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 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.