F5 Networks, Inc.
Notice of Grant of Stock Units
(2005 Equity Incentive Plan as Amended)
You have been
awarded a grant of Restricted Stock Units (RSUs) as
follows:
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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.
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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”).
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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.
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 .
(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 m
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