Exhibit
10.7


ACME
PACKET, INC.


NON-STATUTORY
STOCK OPTION AGREEMENT

(Form of Non-Statutory Stock Option Agreement for Annual
Automatic Grants to Directors)


This NON-STATUTORY
STOCK OPTION AGREEMENT, dated as of <date> (this “Agreement”), is
between ACME PACKET, INC., a Delaware corporation (the “Company”), and
<Optionee Name> (the “Optionee”). 
Capitalized terms used herein without definition shall have the meaning
ascribed to such terms in the Company’s 2006 Director Option Plan, a copy of
which is attached hereto as Exhibit A (the “Plan”).


1.             Grant  of  Option.  Pursuant to the Plan, the Company
automatically grants to the Optionee an option (the “Option”) to
purchase from the Company all or any number of an aggregate of [12,500] shares,
subject to adjustment pursuant to Section 8 of the Plan (the “Option  Shares”),
of the Company’s common stock, $.001 par value per share, at a price of
$<price> per share.  The Option is
automatically granted as of <Date of Grant> (the “Grant  Date”).


2.             Character  of  Option.  The Option is not intended to be treated as
an “incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).


3.             Duration  of  Option.  Unless subject to earlier expiration or
termination pursuant to the terms of the Plan, the Option shall expire on the
ten year anniversary of the Grant Date.


4.             Exercise  of  Option.


(a)           Vesting Schedule.  The
Option may be exercised, at any time and from time to time until its expiration
or termination, for any or all of those Option Shares in respect of which the
Option shall have become exercisable, in accordance with the provisions set
forth below in this Section 4, on or at any time prior to the date of any such
exercise.  Subject to the provisions of
the Plan (including, without limitation, the provisions of Section 7.6 of the
Plan), the Option shall become exercisable in a series of four (4) equal
quarterly installments, with the first of such quarterly installments becoming
exercisable on [_____________](1) and an additional of such quarterly
installments becoming exercisable on the first day of each calendar quarter
thereafter until the Option shall have become exercisable for all of the Option
Shares.  Notwithstanding anything
expressed or implied to the contrary in the foregoing 






(1)             Insert
date that is the first day of the first calendar quarter after the Grant Date.









 



 


provisions of this
Section 4(a), (A) the exercisability of the Option shall, as provided in
Section 4(b) below, be automatically Accelerated under certain circumstances
and (B) the exercisability of the Option may, as provided in Section 7.5 of the
Plan, at any time be Accelerated in the discretion of the Committee.


 


(b)           Acceleration of Vesting.  Notwithstanding
anything in Section 4(a) above to the contrary, (A) in the event that the
Option is not exercisable in full for all of the Option Shares as of the close
of business on the business day immediately preceding the date of any annual
meeting of stockholders of the Company and that the Optionee is a member of the
Board of Directors of the Company as of such close of business, or (B) in the
event that a Change of Control occurs prior to the time that the Option is
exercisable in full for all of the Option Shares and that the Optionee is a
member of the Board of Directors of the Company immediately prior to such
Change of Control, then the 
exercisability of the Option shall be automatically Accelerated such
that the Option shall become exercisable for an additional number of Option
Shares equal to one hundred percent (100%) of the then Unvested Option Shares
(as defined below in Section 4(c) below).


 (c)          Definitions.


 “Unvested  Option  Shares”
shall mean, at the relevant time of reference thereto, those Option Shares for
which the Option has not yet become exercisable at such time pursuant to
Section 4(a) and without giving effect to the provisions of Section 4(b) above.


5.             Transfer  of  Option.  Other than as expressly permitted by the
provisions of Section 7.7 of the Plan, the Option may not be transferred except
by will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by the Optionee.


6.             Incorporation  of  Plan
Terms.  The Option is granted
subject to all of the applicable terms and provisions of the Plan, including,
but not limited to, the limitations on the Company’s obligation to deliver
Option Shares upon exercise set forth in Section 9.1 (Violation of Law),
Section 9.2 (Corporate Restrictions on Rights in Stock), Section 9.3
(Investment Representations) and Section 9.7 (Tax Withholding).


7.             Miscellaneous.  This Agreement shall be construed and
enforced in accordance with the internal, substantive laws of The Commonwealth
of Massachusetts and shall be binding upon and inure to the benefit of any successor
or assign of the Company and any executor, administrator, trustee, guardian, or
other legal representative of the Optionee.


[The
remainder of this page is intentionally left blank.]



 2
 






 



 


IN WITNESS
WHEREOF, the parties have executed this Non-Statutory Stock Option Agreement as
a sealed instrument as of the date first above written.


	
  ACME PACKET, INC.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Optionee’s Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



 3














 


 


Exhibit A


2006 DIRECTOR OPTION
PLAN