Item 5.02 Departure of Directors or Certain Officer; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change of Control Agreements
On May 1, 2009, the Board of Directors (the "Board") of the Company approved a change of control agreement ("Change of Control Agreement") between the Company and the Company's president and chief executive officer ("CEO"). On April 29, 2009, the Compensation Committee of the Board approved a Change of Control Agreement between the Company and other executive officers ("Other Named Executive Officers") named in the Company's most recent proxy statement filed with the Securities and Exchange Commission, and recommended for approval by the Board a Change of Control Agreement between the Company and the CEO.
The following brief description summarizes certain material terms of each Change of Control Agreement. This summary description is not complete and is qualified in its entirety by, and should be read in conjunction with the complete text of the form of Change in Control Agreement, which is attached hereto as Exhibit 10.36 and is incorporated herein by reference.
Each Change in Control Agreement entitles the executive officer to severance benefits if his employment with the Company is terminated within 2 years after a change in control of the Company, unless such termination is
(i) due to death or total disability, (ii) by the Company for cause, or (iii) by the executive officer without good reason. The amount of severance payable to the CEO will be equal to two times, and in the case of the Other Named Executive Officers one times the sum of the executive officer's (a) annual salary at the highest rate in effect in the 12 months preceding the change of control date and
(b) highest annual target incentive bonus in effect in the 12 months preceding the change of control date. In addition, each executive officer will be entitled to a pro-rata annual bonus for the year in which his termination of employment occurs, and payment by the Company of premiums for health insurance benefit continuation for one year after termination of the executive officer's employment, and outplacement services for a period of up to 12 months with a cost to the Company of up to $25,000. Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K:
10.36 Form of Change of Control Agreement between F5 Networks, Inc. and each of John McAdam, John Rodriguez, Karl Triebes, Edward J. Eames, Dan Matte and certain other executive officers.

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