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PACKETEER, INC.  SEVERANCE AND CHANGE IN CONTROL AGREEMENT
 Agreement Effective Date  Executive 
 RECITALS
    AGREEMENT
  Definitions and Construction
 Definitions.
  Base Salary Rate 




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 Board 
  Cause 
  Change in Control 
   -2-




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 Change in Control Period 
  COBRA 
  Code 
  Committee 
  Company 
  Company Group 
  Disability 
 -3-




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 Equity Award 
  Exchange Act 
  Excluded Agreement 
  Good Reason 
      -4-




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 Involuntary Termination 
  Release  Exhibit A
  Section 409A 
  Section 409A Deferred Compensation 
  Separation from Service 
  Specified Employee 
  Successor 
  Termination in the Absence of a Change in Control 
  Termination Upon a Change in Control 
   provided, however
 -5-




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Construction.
 Term of Agreement
 Initial Term.  Initial Term 
 Renewal Term.  Renewal Term 
 Survival of Agreement.
 Upon Pending Change in Control.
 Certain Provisions.
 -6-




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Termination in the Absence of a Change in Control .
  Involuntary Termination.
 Accrued Obligations.
     Cash Severance Payments.
 Other Termination.
 -7-




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Treatment of Equity Awards Upon a Change in Control
  Termination Upon a Change in Control
  Accrued Obligations.
   -8-




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Cash Severance Payments.
 Acceleration of Vesting of Equity Awards. provided, however
   -9-




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Health, Life Insurance and Long-Term Disability Benefits.
 Indemnification; Insurance.
  Prior Indemnity Agreement 
 -10-




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 Liability 
  Certain Federal Tax Considerations
 Federal Excise Tax Under Section 4999 of the Code
 Treatment of Excess Parachute Payments.  Payments   Excise Tax   Section 280G 
 Determination of Amounts.
 Determination by Accountants.  Accountants 
 -11-




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Determination of Excise Tax.
    Compliance with Section 409A.
 Separation from Service.
 Six-Month Delay Applicable to Specified Employees.  Delayed Payment
Date 
 Heath, Life Insurance and Long-Term Disability Benefits.
 -12-




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Equity Awards.
 Conflict in Benefits; Noncumulation of Benefits
 Effect of Agreement.
 Noncumulation of Benefits.
 Exclusive Remedy
  -13-




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Proprietary and Confidential Information
  Nonsolicitation
  No Contract of Employment
  Claims for Benefits
 ERISA Plan.
 -14-




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 ERISA 
 Application for Benefits.  Benefits   Claims Administrator 
 Appeal of Denial of Claim.
        Appeals Administrator 
   -15-




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Dispute Resolution
 Waiver of Jury Trial.
 Attorneys Fees.
 Successors and Assigns
 Successors of the Company.
 -16-




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Acknowledgment by Company.
 Heirs and Representatives of Executive.
 Notices
 General.
  
   Notice of Termination.
 -17-




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Termination and Amendment of Agreement
  Miscellaneous Provisions
 Administration.
 Unfunded Obligation.
 No Duty to Mitigate; Obligations of Company.
 No Representations.
 Waiver.
 -18-




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Choice of Law.
 Validity.
 Benefits Not Assignable.
 Tax Withholding.
 Consultation with Legal and Financial Advisors.
 Further Assurances.
 [REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
 -19-




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Counterparts.
  EXECUTIVE
    
    PACKETEER, INC.By:SignatureTitle:Name PrintedAddress -20-




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EXHIBIT A




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GENERAL RELEASE OF CLAIMS
  Release  ( Employee  Packeteer, Inc.
or Successor  Company   Effective Date  Company Contact Name
  
  Agreement   an Involuntary Termination a Termination Upon a Change in Control
 A Change in Control (as defined by the Agreement) has occurred as a result of briefly
describe change in control
 an Involuntary Termination a
Termination Upon a Change in Control




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2




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EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
RELEASE AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED
ABOVE BY SIGNING THIS RELEASE. EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEE MAY HAVE UP TO 45 DAYS
TO CONSIDER THIS RELEASE, THAT EMPLOYEE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE
SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EMPLOYEE
ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS RELEASE KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE
FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.
 EMPLOYEEDated: _____________________________David CôtéCOMPANYDated: _____________________________
    By:Title: 3