F5 NETWORKS, INC
1999 EMPLOYEE STOCK PURCHASE PLAN
ORIGINALLY ADOPTED BY BOARD OF
DIRECTORS APRIL 5 , 1999
ORIGINALLY APPROVED BY SHAREHOLDERS MARCH 25, 1999
AMENDMENT ADOPTED BY BOARD OF DIRECTORS JANUARY 26, 2004
AMENDMENT ADOPTED BY SHAREHOLDERS APRIL 29, 2004
SECOND AMENDMENT ADOPTED BY BOARD OF DIRECTORS JANUARY 7, 2009
SECOND AMENDMENTMENT ADOPTED BY SHAREHOLDERS MARCH 12, 2009
TERMINATION DATE: NONE
(a)
The purpose of the Plan is to provide a means by which Employees of
the Company and certain designated Affiliates may be given an
opportunity to purchase Shares of the Company.
(b)
The Company, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts
for the success of the Company and its Affiliates.
(c)
The Company intends that the Rights to purchase Shares granted
under the Plan be considered options issued under an
“employee stock purchase plan,” as that term is defined
in Section 423(b) of the Code.
(a) “Affiliate” means any parent
corporation or subsidiary corporation, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.
(b) “Board” means the Board of Directors of
the Company.
(c) “Code” means the United States Internal
Revenue Code of 1986, as amended.
(d) “Committee” means a Committee appointed
by the Board in accordance with subparagraph 3(c) of the
Plan.
(e) “Company” means F5 Networks, Inc., a
Washington corporation.
(f) “Director” means a member of the
Board.
(g) “Eligible Employee” means an Employee
who meets the requirements set forth in the Offering for
eligibility to participate in the Offering.
(h) “Employee” means any person, including
Officers and Directors, employed by the Company or an Affiliate of
the Company. Neither service as a Director nor payment of a
director’s fee shall be sufficient to constitute
“employment” by the Company or the
Affiliate.
(i) “Employee Stock Purchase Plan” means a
plan that grants rights intended to be options issued under an
“employee stock purchase plan,” as that term is defined
in Section 423(b) of the Code.
(j) “Exchange Act” means the United States
Securities Exchange Act of 1934, as amended.
(k) “Fair Market Value” means the value of
a security, as determined in good faith by the Board. If the
security is listed on any established stock exchange or traded on
the Nasdaq National Market or the Nasdaq SmallCap Market, then,
except as otherwise provided in the Offering, the Fair Market Value
of the security shall be the closing sales price (rounded up where
necessary to the nearest whole cent) for such security (or the
closing bid, if no sales were reported) as quoted on such exchange
or market (or the exchange or market with the greatest volume of
trading in the relevant security of the Company) on the trading day
prior to the relevant determination date, as reported in The Wall
Street Journal or such other source as the Board deems
reliable.
(l) “Non-Employee Director” means a
Director who either (i) is not a current Employee or Officer
of the Company or its parent or subsidiary, does not receive
compensation (directly or indirectly) from the Company or its
parent or subsidiary for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to
which disclosure would not be required under Item 404(a) of
Regulation S K promulgated pursuant to the Securities Act
(“Regulation S-K”)), does not possess an interest
in any other transaction as to which disclosure would be required
under Item 404(a) of Regulation S-K, and is not engaged in a
business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of
Rule 16b-3.
(m) “Offering” means the grant of Rights to
purchase Shares under the Plan to Eligible Employees.
(n) “Offering Date” means a date selected
by the Board for an Offering to commence.
(o) “Outside Director” means a Director who
either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of the
Treasury regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an “affiliated
corporation” receiving compensation for prior services (other
than benefits under a tax qualified pension plan), was not an
officer of the Company or an “affiliated corporation”
at any time, and is not currently receiving direct or indirect
remuneration from the Company or an “affiliated
corporation” for services in any capacity other than as a
Director, or (ii) is otherwise considered an “outside
director” for purposes of Section 162(m) of the
Code.
(p) “Participant” means an Eligible
Employee who holds an outstanding Right granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding
Right granted under the Plan.
(q) “Plan” means this F5 Networks, Inc.
1999 Employee Stock Purchase Plan.
(r) “Purchase Date” means one or more dates
established by the Board during an Offering on which Rights granted
under the Plan shall be exercised and purchases of Shares carried
out in accordance with such Offering.
(s) “Right” means an option to purchase
Shares granted pursuant to the Plan.
(t) “Rule 16b-3” means Rule 16b-3
of the Exchange Act or any successor to Rule 16b-3 as in
effect with respect to the Company at the time discretion is being
exercised regarding the Plan.
(u) “Securities Act” means the United
States Securities Act of 1933, as amended.
(v) “Share” means a share of the common
stock of the Company.
(a)
The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in
subparagraph 3(c). Whether or not the Board has delegated
administration,
the Board shall
have the final power to determine all questions of policy and
expediency that may arise in the administration of the
Plan.
(b)
The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the
Plan:
(i) To determine when and how Rights to purchase Shares
shall be granted and the provisions of each Offering of such Rights
(which need not be identical).
(ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.
(iii) To construe and interpret the Plan and Rights granted
under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.
(iv) To amend the Plan as provided in paragraph
14.
(v) Generally, to exercise such powers and to perform such
acts as it deems necessary or expedient to promote the best
interests of the Company and its Affiliates and to carry out the
intent that the Plan be treated as an Employee Stock Purchase
Plan.
(c)
The Board may delegate administration of the Plan to a Committee of
the Board composed of two (2) or more members, all of the
members of which Committee may be, in the discretion of the Board,
Non-Employee Directors and/or Outside Directors. If administration
is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate
to a subcommittee of two (2) or more Outside Directors any of
the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board shall thereafter be to
the Committee or such a subcommittee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the
administration of the Plan.
4. SHARES
SUBJECT TO THE PLAN.
(a)
Subject to the provisions of paragraph 13 relating to adjustments
upon changes in securities, the Shares that may be sold pursuant to
Rights granted under the Plan shall not exceed in the aggregate two
million (2,000,000) Shares. If any Right granted under the Plan
shall for any reason terminate without having been exercised, the
Shares not purchased under such Right shall again become available
for the Plan.
(b)
The Shares subject to the Plan may be unissued Shares or Shares
that have been bought on the open market at prevailing market
prices or otherwise.
5. GRANT OF
RIGHTS; OFFERING.
(a)
The Board may from time to time grant or provide for the grant of
Rights to purchase Shares of the Company under the Plan to Eligible
Employees in an Offering on an Offering Date or Dates selected by
the Board. Each Offering shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate,
which shall comply with the requirements of Section 423(b)(5) of
the Code that all Employees granted Rights to purchase Shares under
the Plan shall have the same rights and privileges. The terms and
conditions of an Offering shall be incorporated by reference into
the Plan and treated as part of the Plan. The provisions of
separate Offerings need not be identical, but each Offering shall
include (through incorporation of the provisions of this Plan by
reference in the document comprising the Offering or otherwise) the
period during which the Offering shall be effective, which period
shall not
exceed
twenty-seven (27) months beginning with the Offering Date, and
the substance of the provisions contained in paragraphs 6 through
9, inclusive.
(b)
If a Participant has more than one Right outstanding under the
Plan, unless he or she otherwise indicates in agreements or notices
delivered hereunder: (i) each agreement or notice delivered by
that Participant will be deemed to apply to all of his or her
Rights under the Plan, and (ii) an earlier-granted Right (or a
Right with a lower exercise price, if two Rights have identical
grant dates) will be exercised to the fullest possible extent
before a later-granted Right (or a Right with a higher exercise
price if two Rights have identical grant dates) will be
exercised.
(a)
Rights may be granted only to Employees of the Company or, as the
Board may designated as provided in subparagraph 3(b), to Employees
of an Affiliate. Except as provided in subparagraph 6(b), an
Employee shall not be eligible to be granted Rights under the Plan
unless, on the Offering Date, such Employee has been in the employ
of the Company or the Affiliate, as the case may be, for such
continuous period preceding such grant as the Board may require,
but in no event shall the required period of continuous employment
be equal to or greater than two (2) years.
(b)
The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee will, on a date or
dates specified in the Offering which coincides with the day on
which such person becomes an Eligible Employee or which occurs
thereafter, receive a Right under that Offering, which Right shall
thereafter be deemed to be a part of that Offering. Such Right
shall have the same characteristics as any Rights originally
granted under that Offering, as described herein, except
that:
(i) the date on which such Right is granted shall be the
“Offering Date” of such Right for all purposes,
including determination of the exercise price of such
Right;
(ii) the period of the Offering with respect to such Right
shall begin on its Offering Date and end coincident with the end of
such Offering; and
(iii) the Board may provide that if such person first
becomes an Eligible Employee within a specified period of time
before the end of the Offering, he or she will not receive any
Right under that Offering.
(c)
No Employee shall be eligible for the grant of any Rights under the
Plan if, immediately after any such Rights are granted, such
Employee owns stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the
Company or of any Affiliate. For purposes of this subparagraph
6(c), the rules of Section 424(d) of the Code shall
apply
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