Form of 2006 Director Option Plan Notice of Stock Option Grant



 Exhibit 10.45 
 RIVERBED TECHNOLOGY, INC. 2006 DIRECTOR OPTION PLAN 
 NOTICE OF STOCK OPTION GRANT 
 You have been granted the following option to purchase shares of the Common Stock of Riverbed Technology, Inc. (the “Company”): 
  

			
	 Name of Optionee:
	 	«Name»
		
	 Total Number of Shares:
	 	______
		
	 Type of Option:
	 	Nonstatutory Stock Option
		
	 Exercise Price per Share:
	 	$«PricePerShare»
		
	 Date of Grant:
	 	«DateGrant»
		
	 Vesting Schedule:
	 	This option becomes exercisable with respect to 1/48th of the Shares subject to this option when you
complete each month of continuous “Service” (as defined in the Plan) after the Date of Grant.
		
	 Expiration Date:
	 	«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

 You and the Company agree that this option is granted under and governed by the terms and conditions of the 2006
Director Option Plan (the “Plan”) and of the Stock Option Agreement, which is attached to and made a part of this document. 
 You further agree
that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver
to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with
the Company. If the Company posts these documents on a web site, it will notify you by email. 
  

							
	OPTIONEE:	 		 	RIVERBED TECHNOLOGY, INC.
				
	  
	 		 	By:	 	  

		 		 	Title:	 	  


  







 RIVERBED TECHNOLOGY, INC. 2006 DIRECTOR
OPTION PLAN 
 STOCK OPTION AGREEMENT 
  

			
	Tax Treatment	  	This option is intended to be a nonstatutory stock option.
		
	Vesting	  	 This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.
 In addition, this option will become exercisable in full if the Company is subject to a Change in Control before your Service terminates.
 This option will in no event become exercisable for additional shares after your Service has terminated for any reason.

		
	Term	  	This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described below.)
		
	 Termination of
 Service
	  	If your Service terminates for any reason, then this option will expire at the close of business at Company headquarters on the date twelve months after your termination date. The Company
determines when your Service terminates for this purpose.
		
	 Restrictions on
 Exercise
	  	The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.
		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on
the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Company receives it.
 If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.

		
	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent
permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:
  
 •     Your personal check, a cashier’s check or a money order.


  

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		  	 •     Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer
of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of
those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.

		
		  	 •     Irrevocable directions to a securities broker approved by the Company to sell all or part of your
option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by
signing a special “Notice of Exercise” form provided by the Company.

		
	 Withholding
 Taxes and Stock
 Withholding
	  	You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. With the
Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise,
will be applied to the withholding taxes.
		
	 Restrictions on
 Resale
	  	You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as
long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	 Transfer of
 Option
	  	 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use
it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation.
 Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated
to recognize your former spouse’s interest in your option in any other way.

		
	Retention Rights	  	Your option or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. This Agreement shall not in any way be construed or
interpreted so as to affect adversely or otherwise impair the right of the Company or the stockholders to remove you from the Board of Directors at any time in accordance with the provisions of applicable law.

  

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	 Stockholder
 Rights
	  	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise price.
No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to
the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	 The Plan and
 Other Agreements
	  	 The text of the Plan is incorporated in this Agreement by reference. Capitalized terms not otherwise defined in this Agreement shall be defined as
set forth in the Plan.
 This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior
agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.


 BY SIGNING THE COVER
SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 
 TERMS AND CONDITIONS DESCRIBED ABOVE AND IN
THE PLAN. 
  

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