Restricted Stock Agreement - 2007 Stock Incentive Plan



 Exhibit 10.39 
 BLUE COAT SYSTEMS, INC. 
 2007
STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED
STOCK AWARD 
 (US EMPLOYEES) 
 You have been granted restricted shares of Common Stock (the “Shares”) of Blue Coat Systems, Inc. (the “Company”), in consideration
for your services with the Company, on the following terms: 
  

			
	 Name of Recipient:
	  	«Name»
		
	 Total Number of Shares Granted:
	  	«TotalShares»
		
	 Board Approval Date:
	  	[Date]
		
	 Fair Market Value per Share on Grant Date:
	  	$[Value Per Share]
		
	 Total Fair Market Value of Award on Grant Date:
	  	$[Total Value]
		
	 Vesting Commencement Date:
	  	«VestDay»
		
	 Quarterly Vesting Dates:
	  	March 15th; June 15th; September 15th; December 15th
		
	 Vesting Schedule:
	  	________ [specify number] Shares will vest on __________ (the “Initial Vesting Date”), subject to your completion of continuous service as an employee or consultant of the Company
or a subsidiary of the Company (“Service”) from the Vesting Commencement Date through the Initial Vesting Date. Thereafter, an additional 6.25% of the Shares will vest on each of the next 12 Quarterly Vesting Dates, subject to your
completion of continuous Service during the period between Quarterly Vesting Dates. ____ Shares will vest on _____ (“Final Vesting Date”), subject to your completion of continuous Service during the period between the last Quarterly
Vesting Date and the Final Vesting Date.

 You and the Company agree that these Shares are awarded under and governed by the terms and conditions of the
Restricted Stock Agreement, which is attached to and made a part of this document, and the Company’s 2007 Stock Incentive Plan (the “Plan”). 







 You further agree that the Company may deliver by email all documents relating to the Plan or this award (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. By
your signature below, you agree to pay any withholding taxes due on award, vesting or transfer of the Shares. 
  

									
	RECIPIENT:	 		 	BLUE COAT SYSTEMS, INC.
				
	 	 		 	By:	 	 
				
	 	 		 	Title: 	 	 








 BLUE COAT SYSTEMS, INC. 
 2007 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AGREEMENT 
 (US
EMPLOYEES) 
  

			
	Grant	  	On the terms and conditions set forth in the Notice of Restricted Stock Award and this Restricted Stock Agreement (“Agreement”), the Company hereby grants to you the number of
Shares set forth in the Notice of Restricted Stock Award. Terms not defined in this Agreement shall have the meaning set forth in the 2007 Stock Incentive Plan (the “Plan”), incorporated herein by reference.
		
	Payment for Shares	  	No payment is required for the Shares that you are receiving, except for satisfying any withholding taxes that may be due as a result of the grant of this award, the vesting of the Shares or the
transfer of the Shares.
		
	Vesting	  	The Shares will vest and become non-forfeitable in installments, as shown in the Notice of Restricted Stock Award. No additional Shares vest after your service as a Non-Employee Member of the
Board or an Employee or Consultant of the Company or a Parent, Subsidiary or Affiliate (“Service”) has terminated for any reason.
		
	Change in Control	  	 In the event of a Change in Control, then the vesting of the Shares will not automatically accelerate unless this award is, in connection with the
Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will
be made by the Committee, and its determination will be final, binding and conclusive.
  
 The vesting of the Shares may also be accelerated in the event of certain reorganizations, as provided under Section 12.3 of the Plan.

		
	Involuntary Termination After a Change in Control	  	If in connection with a Change in Control the award is assumed by the successor corporation (or its parent) and you experience an Involuntary Termination within eighteen months following such
Change in Control, the vesting of the Shares will automatically accelerate so that this award will, immediately before the effective date of the Involuntary Termination, become fully vested for all of the Shares at the time subject to this award.










			
		  	An Involuntary Termination means the termination of your Service by reason of: (a) your involuntary dismissal or discharge by the Company (or the Parent, Subsidiary or Affiliate employing
you) for reasons other than Cause; (b) your voluntary resignation following (1) a change in your position with the Company which materially reduces your level of responsibility, (2) a reduction in your level of base salary or
(3) a relocation of your place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without your consent; or any other reason approved by the
Committee.
		
	Forfeiture	  	If your Service terminates for any reason, then this award will automatically terminate (and the Shares shall be forfeited) with respect to any Shares that (a) have not vested before your
termination date and (b) do not vest as a result of the termination. You will receive no payment for any Shares that are forfeited under this Agreement. The Company determines when your Service terminates for this purpose.
		
	Leaves of Absence and Part-Time Work	  	 For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of
absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. But your Service terminates when the approved
leave ends, unless you immediately return to active work.
 If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted
Stock Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.

		
	Stock Certificates	  	The certificates for Shares that have not vested may be held in escrow by the Company.
		
	Restrictions on Delivery	  	The Company reserves the right to restrict, in whole or in part, the delivery of vested shares pursuant to your award prior to the satisfaction of all legal requirements relating to the issuance
of such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.
		
	Voting Rights	  	You may vote your Shares even before they vest until or unless such Shares are forfeited.
		
	Withholding Taxes	  	No stock certificates will be released to you unless you have made arrangements, acceptable to the Company, to pay any and all withholding taxes that may be due as a result of (a) the grant of
this award, (b) the vesting of the Shares or (c) the transfer of the Shares to you. With the Company’s consent, these arrangements may include (i) withholding Shares of Company stock granted hereunder with a Fair Market Value equal to or
less than the minimum amount of taxes the Company is required to withhold, (ii) surrendering shares that

  

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		  	you previously acquired or (iii) the payment of withholding taxes from the proceeds of the sale of Shares through a Company-approved broker. The Fair Market Value of the shares you surrender,
determined as of the date taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. The Company reserves the right to withhold Shares pursuant to clause (i) or to withhold from any other amounts due
to you from the Company if you have not satisfied your tax withholding obligations.
		
	Restrictions on Resale	  	Unvested Shares may not be transferred by you, and the Company may take such action as it deems appropriate to enforce the foregoing. You agree not to sell any vested shares when applicable
laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply during your Service and for such period of time after the termination of your Service as the Company may
specify.
		
	No Retention Rights	  	None of the Notice of Restricted Stock Award, this Agreement, or your award gives you the right to be retained by the Company or a Parent, Subsidiary or Affiliate in any capacity. The Company
and any Parent, Subsidiary or Affiliate reserve the right to terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares that have not been transferred to you and remain subject to this award 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. A copy of the Plan is available on the Company’s intranet or by request to
the Company’s Finance Department.
  
 This Agreement, together with the Notice of
Restricted Stock Award and the Plan, constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by
another written agreement between the parties.


 You agree to all of the terms and conditions described above and in the Company’s 2007
Stock Incentive Plan. 
  

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