2006 Stock Incentive Plan

Exhibit 10.19

FOUNDRY NETWORKS, INC.
2006 STOCK INCENTIVE PLAN

NOTICE OF STOCK APPRECIATION RIGHT

Recipient:

     You have been granted a stock appreciation right (the “SAR”) with respect to Common Stock of Foundry Networks, Inc. (the “Company”), as follows:

		Date of Grant:
		Exercise Price Per Share:
		Total Number of Shares:
		Total Exercise Price:
		Expiration Date:
		Vesting Commencement Date:
		Vesting Schedule:		So long as your Service continues, this SAR shall vest and become exercisable in accordance with the following schedule: this SAR shall vest and become exercisable with respect to 12.5% of the Total Number of Shares subject to this SAR on the 6-month anniversary of the Vesting Commencement Date and 1/48th of the Total Number of Shares subject to this SAR on each monthly anniversary thereafter.

Termination Period:				You may exercise this SAR for 3 months after termination of your Service except as set forth in Section 4 of the Stock Appreciation Right Agreement (but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following a termination of your Service for any reason. The Company will not provide further notice of such period.

       Unless otherwise defined in this Notice of Stock Appreciation Right, the terms used herein shall have the meanings assigned to them in the Plan.

       By your signature and the signature of the Company’s representative below, you and the Company agree that this SAR is granted under and governed by the terms and conditions of the Foundry Networks, Inc. 2006 Stock Incentive Plan and the Stock Appreciation Right Agreement, all of which are attached to, and made a part of, this document.

     In addition, you agree and acknowledge that your rights to any Shares underlying this SAR will be earned only as you provide Service over time, that this SAR is not being granted to you as consideration for services you rendered to the Company (or any Parent, Subsidiary, or Affiliate), prior to your Vesting Commencement Date, and that nothing in this Notice of Stock Appreciation Right or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company (or any Parent, Subsidiary, or Affiliate) for any period of time, nor does it interfere in any way with your right or the Company’s (or any Parent’s, Subsidiary’s, or Affiliate’s) right to terminate that relationship at any time, for any reason, with or without cause.

RECIPIENT:				FOUNDRY NETWORKS, INC.
				By:
Signature
				Title:
Print Name

FOUNDRY NETWORKS, INC.
2006 STOCK INCENTIVE PLAN

STOCK APPRECIATION RIGHT AGREEMENT

     1. Grant of SAR. Foundry Networks, Inc., a Delaware corporation (the “Company”), hereby grants to the Recipient named in the Notice of Stock Appreciation Right attached to this Stock Appreciation Right Agreement (the “Recipient”), a stock appreciation right (the “SAR”) to with respect to the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Appreciation Right (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the 2006 Stock Incentive Plan (the “Plan”), which is incorporated in this Stock Appreciation Right Agreement (the “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

     2. Exercise of SAR. This SAR shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice and with the applicable provisions of the Plan as follows:

          (a) Right to Exercise.

               (i) This SAR may not be exercised with respect to a fraction of a share.

               (ii) In the event of Recipient’s termination of Service, the exercisability of this SAR shall be governed by Section 4 below, subject to the limitations contained in paragraph (iii) below.

               (iii) In no event may this SAR be exercised after the Expiration Date as set forth in the Notice.

          (b) Method of Exercise.

               (i) This SAR shall be exercisable by execution and delivery of the Notice of Exercise attached hereto as Exhibit A or of any other form of written notice approved for such purpose by the Company which shall state Recipient’s election to exercise this SAR, the number of Shares in respect of which this SAR is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Recipient and shall be delivered to the Company by such means as are determined by the Committee in its discretion to constitute adequate delivery.

               (ii) As a condition to the exercise of this SAR and as further set forth in Section 13 of the Plan, Recipient agrees to make adequate provision

for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this SAR, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

               (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this SAR unless such issuance or delivery would comply with all applicable laws, rules and regulations, with such compliance determined by the Company in consultation with its legal counsel. This SAR may not be exercised until such time as the Plan has been approved by the Company’s stockholders, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, rules or regulations, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this SAR, the Company may require Recipient to make any representation and warranty to the Company as may be required by applicable laws, rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Recipient on the date on which this SAR is exercised with respect to such Shares.

               (iv) Subject to compliance with all applicable laws, rules and regulations, this SAR shall be deemed to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the satisfaction of any applicable withholding obligations.

     3. Distribution Pursuant to Exercise. Upon exercise of this SAR pursuant to Section 2 above, Recipient will receive a payment equal to the difference between the aggregate Fair Market Value of the Shares with respect to which this SAR is exercised and determined as of the exercise date and the aggregate Exercise Price, which payment shall be made in Shares, provided that any amount equal to less than the Fair Market Value of one full Share on the exercise date shall be paid to the Recipient in cash. Such payment shall be made as soon as reasonably practicable following the exercise.

     4. Termination of Relationship. Following the date of termination of Recipient’s Service for any reason (the “Termination Date”), Recipient may exercise this SAR only as set forth in the Notice and this Section 4. To the extent that Recipient is not entitled to exercise this SAR as of the Termination Date, or if Recipient does not exercise this SAR within the Termination Period set forth in the Notice or the termination periods set forth below, this SAR shall terminate in its entirety. In no event, may this SAR be exercised after the Expiration Date of this SAR set forth in the Notice. In the event of termination of Recipient’s Service other than as a result of Recipient’s Disability or death or for Cause, Recipient may, to the extent Recipient is vested in this SAR at the Termination Date, exercise this SAR during the Termination Period set forth in the Notice. In the event of any other termination, Recipient may exercise this SAR only as described below:

          (a) Termination upon Disability of Recipient. In the event of termination of Recipient’s Service as a result of Recipient’s Disability, Recipient may, but only within 12 months from the Termination Date, exercise this SAR to the extent Recipient was vested in this SAR as of such Termination Date.

          (b) Death of Recipient. In the event of the death of Recipient while in Service or within 30-days following the termination of Recipient’s Service, this SAR may be exercised at any time within 12 months following the date of death by Recipient’s estate or by a person who acquired the right to exercise this SAR by bequest or inheritance, but only to the extent Recipient was vested in this SAR as of the Termination Date.

          (c) Termination for Cause. In the event Recipient’s Service is terminated for Cause, this SAR shall terminate immediately upon such termination for Cause. In the event Recipient’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all Recipient’s rights under this SAR, including the right to exercise this SAR, shall be suspended during the investigation period.

     5. Non-Transferability of SAR. This SAR may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The designation of a beneficiary does not constitute a transfer. This SAR may be exercised during the lifetime of Recipient only by Recipient. The terms of this SAR shall be binding upon the executors, administrators, heirs, successors and assigns of Recipient.

     6. No Employment Rights. Recipient understands and agrees that the vesting of Shares pursuant to the Vesting Schedule is earned only by continuing Service at the will of the Company (or any Parent, Subsidiary, or Affiliate) and not through the act of being hired, being granted this SAR or acquiring Shares under this Agreement. Recipient further acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in this Agreement by reference, shall confer upon Recipient any right with respect to continuation as an Employee or Consultant with the Company (or any Parent, Subsidiary, or Affiliate), nor shall it interfere in any way with his or her right or the Company’s (or any Parent’s, Subsidiary’s, or Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.

     7. Effect of Agreement. Recipient acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the SAR terms), and hereby accepts this SAR and agrees to be bound by its contractual terms as set forth herein and in the Plan. Recipient hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating to this SAR. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail.

     8. Miscellaneous.

          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

          (b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

          (c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

          (d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the Company at its principal corporate offices and to Recipient at the address maintained for Recipient in the Company’s records.

          (e) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Recipient under this Agreement may not be assigned without the prior written consent of the Company.

EXHIBIT A

NOTICE OF EXERCISE

To:		Foundry Networks, Inc.
Attn:		Administrator of the 2006 Stock Incentive Plan
Subject:		Notice of Intention to Exercise Stock Appreciation Right

     This Notice of Exercise constitutes official notice that the undersigned intends to exercise Recipient’s stock appreciation right covering                      shares of Foundry Networks, Inc. Common Stock, under and pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”) and the Notice of Stock Appreciation Right and Stock Appreciation Right Agreement (the “Agreement”) dated                     , with respect to                      shares.

     The shares issued pursuant to this exercise should be registered in the name(s) of:

                                                            and

                                                            . ¹

     By signing below, I hereby agree to be bound by all of the terms and conditions set forth in the Plan and the Agreement. If applicable, proof of my right to exercise the stock appreciation right pursuant to the Plan and the Agreement is enclosed. ²

Dated:

(Signature)		(Signature)3
(Please Print Name)		(Please Print Name)
(Full Address)		(Full Address)