F5 Networks, Inc. Notice of Grant of Stock Units

Exhibit 10.33

Name:		Grant Number:
Address:		Plan:
City, State, Zip code:		ID:
Country

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

Vesting Schedule:

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. Acopia Acquisition Equity Incentive Plan Award Agreement (Accelerated Vesting) (“Agreement”).

This grant is governed by the terms of the F5 Networks, Inc. Acopia Acquisition Equity Incentive Plan and the 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.

F5 Networks, Inc.		Date:
Holder		Date:

     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.

          (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 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 clo