On June 5, 2009, the Compensation Committee of the Board of Directors of Starent Networks, Corp. (the "Company") approved a form of executive retention agreement (the "Executive Retention Agreement") and authorized the Company to enter into an Executive Retention Agreement with certain executive officers, including each of the following named executive officers, of the Company:

 Name                                           Title
 Ashraf M. Dahod     Chief Executive Officer

 Paul J. Milbury     Vice President of Operations and Chief Financial Officer

 Pierre G. Kahhale   Vice President, Worldwide Field Operations

 Thierry Maupilé     Vice President of Global Marketing and Business Development

 Vijay Kathuria      Vice President and General Manager, India Operations

General

The Executive Retention Agreements are not employment contracts and do not specify an employment term, compensation level or other terms or conditions of employment. The Executive Retention Agreements provide for certain severance benefits to the executive in the event his employment is terminated under specified circumstances, as well as certain benefits upon a Change in Control (as defined in the Executive Retention Agreement).

Term

The Term of each Executive Retention Agreement takes effect upon the Effective Date (as defined in the Executive Retention Agreement) and expires upon the earlier of:

• December 31, 2012 if a Change in Control has not occurred;

• termination of the executive's employment;

• 12 months after a Change in Control Date (as defined in the Executive Retention Agreement), if the executive is still employed as of such date; or

• the fulfillment by the Company of all obligations under certain sections of the Executive Retention Agreement if the executive's employment terminates within 12 months following the Change in Control Date.

The Executive Retention Agreement is subject to automatic one-year extensions unless prior notice of termination of the Executive Retention Agreement is given by the Company.

Termination Without Cause or for Good Reason

If the executive's employment is terminated by the Company without Cause (as defined in the Executive Retention Agreement) or by the executive for Good Reason (as defined in the Executive Retention Agreement) within 12 months following a Change in Control, the executive is entitled to receive the following severance benefits:

• Compensation referred to herein as the "Accrued Obligations," equal to the sum of:

• accrued compensation (including a pro rata bonus payment for the year of termination, based on the current year's target bonus) through the termination date;

• any deferred compensation and any accrued vacation pay that had been earned but not previously paid;

• a lump sum payment equal to the sum of his annual base salary for the year during which the termination occurs and his target bonus for the year in which the termination occurs; and

• continuation of all employee benefits during the 12-month period following employment termination.

In addition, all outstanding stock options held by the executive will become immediately exercisable and restricted stock and other equity awards held by the executive will be deemed fully vested upon any such termination after a Change in Control (or upon the Change in Control if the options or other awards are not assumed or substituted for in the Change of Control).

Resignation Without Good Reason

If the executive voluntarily terminates his employment with the Company within 12 months following a Change in Control, the Company will pay the executive the Accrued Obligations.

Termination for Cause

If the Company terminates the executive's employment for Cause within 12 months following a Change in Control, the Company will pay the executive the sum of his annual base salary through the termination date and the amount of any compensation previously deferred by the executive but not previously paid.

As set forth in the Executive Retention Agreement, provisions set forth in the Letter Agreement between the Company and Mr. Milbury dated January 17, 2007, including the provision governing the acceleration of restricted stock, are not superseded by the Executive Retention Agreement.

The form of Executive Retention Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary is qualified entirely by reference to the full text of the form of Executive Retention Agreement.

(d) Exhibits

10.1 Form of Executive Retention Agreement