Form of Equity Incentive Plan Notice of Stock Option Grant & Stock Option Agrmnt



 Exhibit 10.42 
 RIVERBED TECHNOLOGY, INC. 
 2006 EQUITY INCENTIVE 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:	  	«TotalShares»
		
	Type of Option:	  	«ISO» Incentive Stock Option
		
		  	«NSO» Nonstatutory Stock Option
		
	Exercise Price Per Share:	  	$«PricePerShare»
		
	Date of Grant:	  	«DateGrant»
		
	Vesting Commencement Date:	  	«VestDay»
		
	Vesting Schedule:	  	This option becomes exercisable with respect to the first 25% of the Shares subject to this option when you complete 12 months of continuous Service from the Vesting Commencement Date.
Thereafter, this option becomes exercisable with respect to an additional 1/48th of the Shares subject to this
option when you complete each month of Service.
		
	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
Equity Incentive 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 EQUITY
INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
  

			
	 Tax Treatment
	  	This option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code or a nonstatutory stock option, as provided in the Notice of Stock Option
Grant.
		
	Vesting	  	 This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.
  
 This option will become exercisable in full if not assumed or a new option substituted, as provided
in Section 10.1 of the Plan, or if Section 11.3(d) of the Plan applies. In addition, this option will become exercisable in full if the Company is subject to a Change in Control before your Service terminates and you are subject to an
Involuntary Termination within 12 months after that Change in Control.
  
 This option will
in no event become exercisable for additional shares after your Service has terminated for any reason.
  
 For purposes of this Agreement, “Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, (b) your material failure to comply with the
Company’s written policies or rules, (c) your conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof or (d) your gross misconduct.
  
 For purposes of this Agreement, “Involuntary Termination” means the termination of your
Service by reason of (a) your involuntary discharge by the Company (or the Parent, Subsidiary or Affiliate employing you) for reasons other than Cause or (b) your voluntary resignation following (i) a change in your position that
materially reduces your level of responsibility or the nature of your functions, (ii) a reduction in your compensation or (iii) receipt of notice that your principal workplace will be relocated more than 50 miles.

		
	Term	  	This option expires in any event at the close of business at Company headquarters on the day before the seventh 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.)
		
	Regular Termination	  	If your Service terminates for any reason except death or total and permanent disability, then this option will expire at the close of business at Company headquarters on the date 120 days
after your termination date. The Company determines when your Service terminates for this purpose.

  

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	Death	  	If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.
		
	Disability	  	 If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company
headquarters on the date 12 months after your termination date.
  
 For all purposes under
this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or
which has lasted, or can be expected to last, for a continuous period of not less than one year.

		
	Leaves of Absence and Part-Time Work	  	 For purposes of this option, 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. 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 Stock Option Grant may be adjusted in accordance with the Company’s leave of
absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms
of an agreement between you and the Company pertaining to your part-time schedule.

		
	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.


  

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	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.
  
 •        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.

  

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	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. The Company and its subsidiaries reserve the right to
terminate your Service at any time, with or without cause.
		
	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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