2006 Equity Incentive Plan and form of agreement thereunder



 Exhibit 10.5 
 RIVERBED TECHNOLOGY, INC. 
 2006 EQUITY
INCENTIVE PLAN 
 (AS ADOPTED EFFECTIVE UPON
THE IPO) 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE 1.
	  	INTRODUCTION	  	1
			
	 ARTICLE 2.
	  	ADMINISTRATION	  	1
	 2.1
	  	Committee Composition	  	1
	 2.2
	  	Committee Responsibilities	  	1
	 2.3
	  	Committee for Non-Officer Grants	  	2
			
	 ARTICLE 3.
	  	SHARES AVAILABLE FOR GRANTS	  	2
	 3.1
	  	Basic Limitation	  	2
	 3.2
	  	Annual Increase in Shares	  	2
	 3.3
	  	Shares Returned to Reserve	  	2
	 3.4
	  	Dividend Equivalents	  	2
			
	 ARTICLE 4.
	  	ELIGIBILITY	  	3
	 4.1
	  	Incentive Stock Options	  	3
	 4.2
	  	Other Grants	  	3
			
	 ARTICLE 5.
	  	OPTIONS	  	3
	 5.1
	  	Stock Option Agreement	  	3
	 5.2
	  	Number of Shares	  	3
	 5.3
	  	Exercise Price	  	3
	 5.4
	  	Exercisability and Term	  	3
	 5.5
	  	Modification or Assumption of Options	  	3
	 5.6
	  	Buyout Provisions	  	4
			
	 ARTICLE 6.
	  	PAYMENT FOR OPTION SHARES	  	4
	 6.1
	  	General Rule	  	4
	 6.2
	  	Surrender of Stock	  	4
	 6.3
	  	Exercise/Sale	  	4
	 6.4
	  	Other Forms of Payment	  	4
			
	 ARTICLE 7.
	  	STOCK APPRECIATION RIGHTS	  	4
	 7.1
	  	SAR Agreement	  	4
	 7.2
	  	Number of Shares	  	4
	 7.3
	  	Exercise Price	  	5
	 7.4
	  	Exercisability and Term	  	5
	 7.5
	  	Exercise of SARs	  	5
	 7.6
	  	Modification or Assumption of SARs	  	5
			
	 ARTICLE 8.
	  	RESTRICTED SHARES	  	5
	 8.1
	  	Restricted Stock Agreement	  	5
	 8.2
	  	Payment for Awards	  	5
	 8.3
	  	Vesting Conditions	  	6
	 8.4
	  	Voting and Dividend Rights	  	6

  

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	 ARTICLE 9.
	  	STOCK UNITS	  	6
	 9.1
	  	Stock Unit Agreement	  	6
	 9.2
	  	Payment for Awards	  	6
	 9.3
	  	Vesting Conditions	  	6
	 9.4
	  	Voting and Dividend Rights	  	7
	 9.5
	  	Form and Time of Settlement of Stock Units	  	7
	 9.6
	  	Death of Recipient	  	7
	 9.7
	  	Creditors’ Rights	  	7
			
	 ARTICLE 10.
	  	CHANGE IN CONTROL	  	7
	 10.1
	  	Effect of Change in Control	  	7
	 10.2
	  	Acceleration	  	8
			
	 ARTICLE 11.
	  	PROTECTION AGAINST DILUTION	  	8
	 11.1
	  	Adjustments	  	8
	 11.2
	  	Dissolution or Liquidation	  	8
	 11.3
	  	Reorganizations	  	9
			
	 ARTICLE 12.
	  	AWARDS UNDER OTHER PLANS	  	10
			
	 ARTICLE 13.
	  	PAYMENT OF DIRECTOR’S FEES IN SECURITIES	  	10
	 13.1
	  	Effective Date	  	10
	 13.2
	  	Elections to Receive NSOs, Restricted Shares or Stock Units	  	10
	 13.3
	  	Number and Terms of NSOs, Restricted Shares or Stock Units	  	10
			
	 ARTICLE 14.
	  	LIMITATION ON RIGHTS	  	10
	 14.1
	  	Retention Rights	  	10
	 14.2
	  	Stockholders’ Rights	  	11
	 14.3
	  	Regulatory Requirements	  	11
			
	 ARTICLE 15.
	  	WITHHOLDING TAXES	  	11
	 15.1
	  	General	  	11
	 15.2
	  	Share Withholding	  	11
			
	 ARTICLE 16.
	  	FUTURE OF THE PLAN	  	11
	 16.1
	  	Term of the Plan	  	11
	 16.2
	  	Amendment or Termination	  	12
	 16.3
	  	Stockholder Approval	  	12
			
	 ARTICLE 17.
	  	DEFINITIONS	  	12

  

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 RIVERBED TECHNOLOGY, INC. 
 2006 EQUITY INCENTIVE PLAN 
 ARTICLE 1. INTRODUCTION. 
 The Plan was adopted by the Board to be effective at the IPO. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and
Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and
Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Stock Units, Options (which may constitute ISOs or NSOs) or stock
appreciation rights. 
 The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware
(except their choice-of-law provisions). 
 ARTICLE 2. ADMINISTRATION. 
 2.1 Committee Composition. The Committee shall administer the Plan. The Committee shall consist exclusively of two or more
directors of the Company, who shall be appointed by the Board. In addition, each member of the Committee shall meet the following requirements: 
 (a) Any listing standards prescribed by the principal securities market on which the Company’s equity securities are traded; 
 (b) Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for
exemption under section 162(m)(4)(C) of the Code; 
 (c) Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and 
 (d) Any other requirements imposed by applicable law, regulations or rules. 
 2.2
Committee Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and
conditions of such Awards, (c) interpret the Plan, (d) make all other decisions relating to the operation of the Plan and (e) carry out any other duties delegated to it by the Board. The Committee may adopt such 

  

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rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all
persons. 
 2.3 Committee for Non-Officer Grants. The Board may also appoint a secondary committee of the Board,
which shall be composed of one or more directors of the Company who need not satisfy the requirements of Section 2.1. Such secondary committee may administer the Plan with respect to Employees and Consultants who are not Outside Directors and
are not considered executive officers of the Company under section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants and may determine all features and conditions of such Awards. Within the limitations of
this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee. 
 ARTICLE 3. SHARES AVAILABLE
FOR GRANTS. 
  3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued
shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed (a) 3,000,000 Common Shares plus the number of Common Shares remaining available for issuance under the 2002 Stock Plan on the date of the
IPO plus (b) the additional Common Shares described in Sections 3.2 and 3.3. The number of Common Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Common Shares that then remain
available for issuance under the Plan. All Common Shares available under the Plan may be issued upon the exercise of ISOs. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 11.

  3.2 Annual Increase in Shares. As of the first day of each fiscal year of the Company, commencing on
January 1, 2007 and ending on January 1, 2011, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of Common Shares then
outstanding, (b) 4,000,000 Common Shares or (c) the number determined by the Board. 
 3.3 Shares Returned to
Reserve. If Options, SARs or Stock Units under this Plan or the 2002 Stock Plan are forfeited or terminate for any other reason before being exercised or settled, then the Common Shares subject to such Options, SARs or Stock Units shall again
become available for issuance under this Plan. If Restricted Shares or Common Shares issued upon the exercise of Options under this Plan or the 2002 Stock Plan are reacquired by the Company pursuant to a forfeiture provision or for any other reason,
then such Common Shares shall again become available for issuance under this Plan. If SARs are exercised, then only the number of Common Shares (if any) actually issued in settlement of such SARs shall reduce the number available under
Section 3.1 and the balance shall again become available for issuance under the Plan. If Stock Units are settled, then only the number of Common Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available
under Section 3.1 and the balance shall again become available for issuance under the Plan. 
 3.4 Dividend
Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units.

  

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 ARTICLE 4. ELIGIBILITY. 
 4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible
for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless
the requirements set forth in section 422(c)(5) of the Code are satisfied. 
 4.2 Other Grants. Only
Employees, Outside Directors and Consultants shall be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs. 
 ARTICLE
5. OPTIONS. 
 5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock
Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether
the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation. A Stock Option
Agreement may provide that a new Option will be granted automatically to the Optionee when he or she exercises a prior Option and pays the Exercise Price in the form described in Section 6.2. 
 5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide
for the adjustment of such number in accordance with Article 11. Options granted to any Optionee in a single calendar year of the Company shall not cover more than 2,500,000 Common Shares. The limitation set forth in the preceding sentence
shall be subject to adjustment in accordance with Article 11. 
 5.3 Exercise Price. Each Stock Option Agreement
shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. 
 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option
is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be awarded in
combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. 
 5.5 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the
Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same 

  

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or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or
her rights or obligations under such Option. 
 5.6 Buyout Provisions. The Committee may at any time (a) offer to
buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee
shall establish. 
 ARTICLE 6. PAYMENT FOR OPTION SHARES. 
 6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash
equivalents at the time when such Common Shares are purchased, except that the Committee at its sole discretion may accept payment of the Exercise Price in any other form(s) described in this Article 6. However, if the Optionee is an Outside
Director or executive officer of the Company, he or she may pay the Exercise Price in a form other than cash or cash equivalents only to the extent permitted by section 13(k) of the Exchange Act. 
 6.2 Surrender of Stock. With the Committee’s consent, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value on the date the new Common Shares are purchased under the Plan. 
 6.3 Exercise/Sale. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid
by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to
the Company. 
 6.4 Other Forms of Payment. With the Committee’s consent, all or any part of the Exercise Price
and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. 
 ARTICLE 7.
STOCK APPRECIATION RIGHTS. 
 7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced by an SAR
Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into
under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation. 
 7.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 11. SARs granted to any Optionee in a
single calendar year shall in no event pertain to more than 2,500,000 Common Shares. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 11. 
  

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 7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price;
provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. 
 7.4 Exercisability and Term. Each SAR Agreement shall specify the date all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR Agreement may
provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service.
SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. An SAR may be included in an ISO only at the time of grant but may be included in an NSO
at the time of grant or thereafter. An SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control. 
 7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company consideration in the form of
(a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Committee shall determine. Each SAR Agreement shall specify the amount and/or Fair Market Value of the consideration that the Optionee will receive
upon exercising the SAR; provided that the aggregate consideration shall not exceed the amount by which the Fair Market Value (on the date of exercise) of the Common Shares subject to the SAR exceeds the Exercise Price of the SAR. If, on the date an
SAR expires, the Exercise Price of the SAR is less than the Fair Market Value of the Common Shares subject to the SAR on such date but any portion of the SAR has not been exercised, then the SAR shall automatically be deemed to be exercised as of
such date with respect to such portion. An SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date. 
 7.6 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by
another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an SAR shall, without the consent of the Optionee,
alter or impair his or her rights or obligations under such SAR. 
 ARTICLE 8. RESTRICTED SHARES. 
 8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock
Agreements entered into under the Plan need not be identical. 
 8.2 Payment for Awards. Restricted Shares may be sold
or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, property, full-recourse promissory notes, past services and future 

  

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services. If the Participant is an Outside Director or executive officer of the Company, he or she may pay for Restricted Shares with a promissory note only
to the extent permitted by section 13(k) of the Exchange Act. Within the limitations of the Plan, the Committee may accept the cancellation of outstanding options in return for the grant of Restricted Shares. 
 8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a specified
period of one or more fiscal years equal or exceed a target determined in advance by the Committee. Such target shall be based on one or more of the criteria set forth in Appendix A. The Committee shall identify such target not later than the
90th day of such period. In no event shall more than 2,500,000 Restricted Shares that are subject to
performance-based vesting conditions be granted to any Participant in a single fiscal year of the Company, subject to adjustment in accordance with Article 11. A Restricted Stock Agreement may provide for accelerated vesting in the event of the
Participant’s death, disability or retirement or other events. 
 8.4 Voting and Dividend Rights. The holders of
Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 
 ARTICLE 9. STOCK UNITS. 
 9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the
recipient’s other compensation. 
 9.2 Payment for Awards. To the extent that an Award is granted in the form of
Stock Units, no cash consideration shall be required of the Award recipients. 
 9.3 Vesting Conditions. Each Award of
Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. The Committee may include among such conditions the requirement that the
performance of the Company or a business unit of the Company for a specified period of one or more fiscal years equal or exceed a target determined in advance by the Committee. Such target shall be based on one or more of the criteria set forth in
Appendix A. The Committee shall identify such target not later than the 90th day of such period. In no event
shall more than 2,500,000 Stock Units that are subject to performance-based vesting conditions be granted to any Participant in a single fiscal year of the Company, subject to adjustment in accordance with Article 11. A Stock Unit Agreement may
provide for accelerated 

  

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vesting in the event of the Participant’s death, disability or retirement or other events. Acceleration of vesting may be required under
Section 11.3. 
 9.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to
settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on
one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both.
Prior to distribution, any dividend equivalents that are not paid shall be subject to the same conditions and restrictions as the Stock Units to which they attach. 
 9.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash,
(b) Common Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined
performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in
installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 11. 
 9.6 Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the
recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed
by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after
the recipient’s death shall be distributed to the recipient’s estate. 
 9.7 Creditors’ Rights. A holder
of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

 ARTICLE 10. CHANGE IN CONTROL. 
 10.1 Effect of Change in Control. In the event of any Change in Control, each outstanding Award shall automatically accelerate so that each such Award shall, immediately prior to the effective date of the
Change in Control, become fully exercisable for all of the shares of Common Stock at the time subject to such Award and may be exercised for any or all of those shares as fully-vested shares of Common Stock. However, an outstanding Award 

 

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shall not so accelerate if and to the extent such Award is, in connection with the Change in Control, either to be assumed by the successor
corporation (or parent thereof) or to be replaced with a comparable Award for shares of the capital stock of the successor corporation (or parent thereof). The determination of Award comparability shall be made by the Committee, and its
determination shall be final, binding and conclusive. 
 10.2 Acceleration. The Committee shall have the discretion,
exercisable either at the time the Award is granted or at any time while the Award remains outstanding, to provide for the automatic acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or
replaced in the Change in Control, or in connection with a termination of a Participant’s Service following a Change in Control. 
 ARTICLE 11. PROTECTION AGAINST DILUTION. 
 11.1 Adjustments. In the event of a subdivision of
the outstanding Common Shares, a declaration of a dividend payable in Common Shares or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, corresponding
adjustments shall automatically be made in each of the following: 
 (a) The number of Options, SARs, Restricted Shares and
Stock Units available for future Awards under Article 3, including the numerical share limit in Section 3.2; 
 (b)
The limitations set forth in Sections 5.2, 7.2, 8.3 and 9.3; 
 (c) The number of Common Shares covered by each
outstanding Option and SAR; 
 (d) The Exercise Price under each outstanding Option and SAR; or 
 (e) The number of Stock Units included in any prior Award that has not yet been settled. 
 In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common
Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 11, a Participant
shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. 
 11.2 Dissolution or Liquidation. To the extent
not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 
  

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 11.3 Reorganizations. In the event that the Company is a party to a merger or
consolidation, all outstanding Awards shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the following: 
 (a) The continuation of such outstanding Awards by the Company (if the Company is the surviving corporation). 
 (b) The assumption of such outstanding Awards by the surviving corporation or its parent, provided that the assumption of Options or SARs
shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 
 (c) The substitution by the
surviving corporation or its parent of new awards for such outstanding Awards, provided that the substitution of Options or SARs shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 
 (d) Full exercisability of outstanding Options and SARs and full vesting of the Common Shares subject to such Options and SARs, followed
by the cancellation of such Options and SARs. The full exercisability of such Options and SARs and full vesting of such Common Shares may be contingent on the closing of such merger or consolidation. The Optionees shall be able to exercise such
Options and SARs during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (i) a shorter period is required to permit a timely closing of such merger or consolidation and
(ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of such merger or consolidation.

 (e) The cancellation of outstanding Options and SARs and a payment to the Optionees equal to the excess of (i) the
Fair Market Value of the Common Shares subject to such Options and SARs (whether or not such Options and SARs are then exercisable or such Common Shares are then vested) as of the closing date of such merger or consolidation over (ii) their
Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be
deferred until the date or dates when such Options and SARs would have become exercisable or such Common Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting
schedule shall not be less favorable to the Optionee than the schedule under which such Options and SARs would have become exercisable or such Common Shares would have vested. If the Exercise Price of the Common Shares subject to such Options and
SARs exceeds the Fair Market Value of such Common Shares, then such Options and SARs may be cancelled without making a payment to the Optionees. For purposes of this Subsection (e), the Fair Market Value of any 

  

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security shall be determined without regard to any vesting conditions that may apply to such security. 
 (f) The cancellation of outstanding Stock Units and a payment to the Participants equal to the Fair Market Value of the Common Shares
subject to such Stock Units (whether or not such Stock Units are then vested) as of the closing date of such merger or consolidation. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its
parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Stock Units would have vested. Such payment may be subject to vesting based on the
Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Stock Units would have vested. For purposes of this Subsection (f), the Fair Market
Value of any security shall be determined without regard to any vesting conditions that may apply to such security. 
 ARTICLE 12. AWARDS
UNDER OTHER PLANS. 
 The Company may grant awards under other plans or programs. Such awards may be settled in the form
of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under
Article 3. 
 ARTICLE 13. PAYMENT OF DIRECTOR’S FEES IN SECURITIES. 
 13.1 Effective Date. No provision of this Article 13 shall be effective unless and until the Board has determined to implement
such provision. 
 13.2 Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to
receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be
issued under the Plan. An election under this Article 13 shall be filed with the Company on the prescribed form. 
 13.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in
cash shall be calculated in a manner determined by the Board. The Board shall also determine the terms of such NSOs, Restricted Shares or Stock Units. 
 ARTICLE 14. LIMITATION ON RIGHTS. 
 14.1 Retention Rights. Neither the Plan nor
any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any
Employee, Outside Director or Consultant at any time, with or 
  

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without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).

 14.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a
stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing
any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan. 
 14.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares
under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any
Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. 
 ARTICLE 15. WITHHOLDING TAXES. 
 15.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied. 
 15.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Committee may
permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or
she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date they are withheld or surrendered. 
 ARTICLE 16. FUTURE OF THE PLAN. 
 16.1 Term of the Plan. The Plan, as set forth herein, shall become
effective on the effective date of the IPO. The Plan shall remain in effect until the earlier of (a) the date the Plan is terminated under Section 16.2 or (b) the 10th
anniversary of the date the Board adopted the Plan. The Plan shall serve as the successor to the Predecessor Plan, and no further option grants shall be made under the Predecessor
Plan after the Plan effective date. All options outstanding under the Predecessor Plan as of such date shall, immediately upon effectiveness of the Plan, remain outstanding in accordance with their terms. Each outstanding option under the
Predecessor Plan shall continue to be governed solely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such options with
respect to their acquisition of shares of Common Stock. 
  

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 16.2 Amendment or Termination. The Board may, at any time and for any reason,
amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. 
 16.3 Stockholder Approval. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the
extent required by applicable laws, regulations or rules. However, section 162(m) of the Code may require that the Company’s stockholders approve: 
 (a) The Plan not later than the first regular meeting of stockholders that occurs in the fourth calendar year following the calendar year
in which the Company’s initial public offering occurred; and 
 (b) The performance criteria set forth in Appendix A
not later than the first meeting of stockholders that occurs in the fifth year following the year in which the Company’s stockholders previously approved such criteria. 
 ARTICLE 17. DEFINITIONS. 
 17.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. 
 17.2 “Award” means any award of an Option, an SAR, a Restricted Share or a Stock Unit under the Plan. 
 17.3 “Board” means the Company’s Board of Directors, as constituted from time to time. 
 17.4 “Change in Control” means: 
 (a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if
persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding
securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity; 
 (b) The sale, transfer or other disposition of all or substantially all of the Company’s assets; 
 (c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either:

 (i) Had been directors of the Company on the date 24 months prior to the date of such change in the composition of the
Board (the “Original Directors”); or 
  

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 (ii) Were appointed to the Board, or nominated for election to the Board, with the
affirmative votes of at least a majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a
manner consistent with this Paragraph (ii); or 
 (d) Any transaction as a result of which any person is the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting
securities. For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common
stock of the Company. 
 A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 
 17.5 “Code” means the Internal Revenue Code of 1986, as amended. 
 17.6 “Committee” means a committee of the Board, as described in Article 2. 
 17.7 “Common Share” means one share of the common stock of the Company. 
 17.8 “Company” means Riverbed Technology, Inc., a Delaware corporation. 
 17.9 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or
an Affiliate as an independent contractor. 
 17.10 “Employee” means a common-law employee of the Company, a
Parent, a Subsidiary or an Affiliate. 
 17.11 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 17.12 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may
be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair
Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 
 17.13 “Fair Market
Value” means the market price of Common Shares, determined by the Committee in good faith on such basis as it deems appropriate. Whenever 

  

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possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal. Such determination
shall be conclusive and binding on all persons. 
 17.14 “IPO” means the initial public offering of the
Company’s Common Shares. 
 17.15 “ISO” means an incentive stock option described in section 422(b)
of the Code. 
 17.16 “NSO” means a stock option not described in sections 422 or 423 of the Code.

 17.17 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common
Shares. 
 17.18 “Optionee” means an individual or estate who holds an Option or SAR. 
 17.19 “Outside Director” means a member of the Board who is not an Employee. 
 17.20 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 17.21
“Participant” means an individual or estate who holds an Award. 
 17.22 “Plan” means this
Riverbed Technology, Inc. 2006 Equity Incentive Plan, as amended from time to time. 
 17.23 “Predecessor
Plan” means the Company’s existing 2002 Stock Plan. 
 17.24 “Restricted Share” means a Common
Share awarded under the Plan. 
 17.25 “Restricted Stock Agreement” means the agreement between the Company
and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share. 
 17.26 “SAR” means a stock appreciation right granted under the Plan. 
 17.27 “SAR
Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR. 
 17.28 “Service” means service as an Employee, Outside Director or Consultant. 
  

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 17.29 “Stock Option Agreement” means the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option. 
 17.30 “Stock
Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan. 
 17.31
“Stock Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 
 17.32 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 
  

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 APPENDIX A 
 PERFORMANCE CRITERIA FOR RESTRICTED SHARES AND STOCK UNITS