Amended and Restated Employee Stock Purchase Plan



 Exhibit 10.66 
 BLUE COAT SYSTEMS, INC. 
 AMENDED AND RESTATED 

 EMPLOYEE STOCK PURCHASE PLAN 
 (As Amended and Restated effective October 30, 2009) 
 SECTION
1.    PURPOSE OF THE PLAN. 
 The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under section 423
of the Code. 
 SECTION 2.    ADMINISTRATION OF THE PLAN. 
 (a) Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more
directors of the Company, who shall be appointed by the Board. 
 (b) Committee Responsibilities. The Committee shall
interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan
shall be final and binding on all persons. 
 SECTION 3.    ENROLLMENT AND PARTICIPATION. 
 (a) Offering Periods. While the Plan is in effect, two Offering Periods shall commence in each calendar year. The Offering Periods
shall consist of the six-month periods commencing on each September 1 and March 1. 
 (b) Accumulation Periods.
An Accumulation Period shall run concurrent with an Offering Period. 
 (c) Enrollment. Any individual who, on the day
preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by enrolling online, or as otherwise prescribed by the Committee, on or before the start date of
such Offering Period. 
 (d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to
participate in the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end of the Accumulation Period in which his or her employee contributions were discontinued under
Section 8(b). A Participant who withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above. A Participant whose
employee contributions were discontinued automatically under Section 8(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an Eligible Employee.

 (e) Applicable Offering Period. For purposes of calculating the Purchase Price under Section 7(b), the applicable
Offering Period shall be determined as follows: 
 (i) Once a Participant is enrolled in the Plan for an Offering
Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (d) above or (C) re-enrollment for a
subsequent Offering Period under Paragraph (ii) below. 
 (ii) When a Participant reaches the end of an
Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period. 
  

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 SECTION 4.    EMPLOYEE CONTRIBUTIONS. 
 (a) Frequency of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions.
Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan. 
 (b) Amount of Payroll Deductions. An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of
Stock, not to exceed $10,000 of the Eligible Employee’s Compensation during an Accumulation Period. 
 (c) Changing
Withholding Rate. If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective for the
next Offering Period. The new withholding rate shall be not more than $10,000 for an Accumulation Period. 
 SECTION
5.    WITHDRAWAL FROM THE PLAN. 
 (a) Withdrawal. A Participant may elect to withdraw from the
Plan by filing the prescribed form with the Company at the prescribed location at any time before the last day of an Accumulation Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to
the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted. 
 (b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 3(c). Re-enrollment may
be effective only at the commencement of an Offering Period. 
 SECTION 6.    CHANGE IN EMPLOYMENT STATUS.

 (a) Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death,
shall be treated as an automatic withdrawal from the Plan under Section 5(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment.) 
 (b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military
leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute
guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work. 
 (c) Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a
beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s
death. 
 SECTION 7.    PLAN ACCOUNTS AND PURCHASE OF SHARES. 
 (a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is
deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general
assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts. 
  

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 (b) Purchase Price. The Purchase Price for each share of Stock purchased at the close
of an Accumulation Period shall be the lower of: 
 (i) 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period; or 
 (ii) 85% of the Fair Market Value of such share on the first
trading day of the applicable Offering Period (as determined under Section 3(e)). 
 (c) Number of Shares Purchased.
As of the last day of each Accumulation Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to
withdraw from the Plan in accordance with Section 5(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in
the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than 1,200 shares of Stock with respect to any Offering Period nor more than the amounts of Stock set forth in Sections 8(b) and 13(a). The
Committee may determine with respect to all Participants that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share. 
 (d) Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an
Accumulation Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase. 
 (e) Issuance of Stock. Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him
or her as soon as reasonably practicable after the close of the applicable Accumulation Period, except that the Committee may determine that such shares shall be held for each Participant’s benefit by a broker designated by the Committee
(unless the Participant has elected that certificates be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as
community property. 
 (f) Unused Cash Balances. An amount remaining in the Participant’s Plan Account at the end of
an Accumulation Period shall be refunded to the Participant in cash, without interest. 
 (g) Stockholder Approval. Any
other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s stockholders have approved the adoption of the Plan. 
 SECTION 8.    LIMITATIONS ON STOCK OWNERSHIP. 
 (a)
Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock
possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply: 
 (i) Ownership of stock shall be determined after applying the attribution rules of section 424(d) of the Code;

 (ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under
this or any other plan; and 
 (iii) Each Participant shall be deemed to have the right to purchase 1,200 shares
of Stock under this Plan with respect to each Offering Period. 
  

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 (b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant
shall purchase Stock with a Fair Market Value in excess of the following limit: 
 (i) In the case of Stock
purchased during the Offering Period that begins on March 1, the limit shall be the lesser of $25,000 or the remaining unused limit from the preceding Offering Period. 
 (ii) In the case of Stock purchased during the Offering Period that begins on September 1, the limit shall be equal to
$25,000 plus any unused carryover amount available from the preceding Offering Period. 
 In any event, the Plan shall comply
with the limits set forth in section 423(b)(8) of the Code and the applicable regulations thereunder. For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering
Period in which such Stock is purchased. Employee stock purchase plans not described in section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan,
then the Company may provide that such Participant’s employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Accumulation Period ending in the next calendar year (if he or she then is an
Eligible Employee). 
 SECTION 9.    RIGHTS NOT TRANSFERABLE. 
 The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled
under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the
Plan under Section 5(a). 
 SECTION 10.    NO RIGHTS AS AN EMPLOYEE. 
 Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a
Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her
employment at any time and for any reason, with or without cause. 
 SECTION 11.    NO RIGHTS AS A STOCKHOLDER.

 A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to
purchase under the Plan until such shares have been purchased on the last day of the applicable Accumulation Period. 
 SECTION
12.    SECURITIES LAW REQUIREMENTS. 
 Shares of Stock shall not be issued under the Plan unless the
issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws
and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. 
 SECTION 13.    STOCK OFFERED UNDER THE PLAN. 
 (a) Authorized Shares. The number of
shares of Stock available for purchase under the Plan shall be 5,800,000. 
  

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 (b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under
the Plan, the 1,200-share limitation described in Section 7(c), the 5,800,000 share limitation described in Section 13(a), and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the
Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or
payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders or a similar event. 
 (c) Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and Accumulation Period then in
progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is continued or assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the
Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization. 
 SECTION
14.    AMENDMENT OR DISCONTINUANCE. 
 The Board shall have the right to amend, suspend or terminate the
Plan at any time and without notice. The Company’s Chief Executive Officer may also amend the Plan to the extent allowable under applicable law to effect non-material amendments. Except as provided in Section 13, any increase in the
aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the
Company to the extent required by an applicable law or regulation. The Plan was amended in January 2001 to change the dates of the Offering and Accumulation Periods and in February 2006 to change the duration of Offering Periods. 
 SECTION 15.    DEFINITIONS. 
 (a) “Accumulation Period” means a six-month period during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 3(b).

 (b) “Board” means the Board of Directors of the Company, as constituted from time to time. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended. 
 (d) “Committee” means a committee of the Board, as described in Section 2. 
 (e) “Company” means Blue Coat Systems, Inc., a Delaware corporation. 
 (f) “Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company,
including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under section 401(k) or 125 of the Code. “Compensation” shall
exclude all non-cash items, moving or relocation allowances, cost-of-living equalization payments, tax gross up amounts, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits,
contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation. 
 (g) “Corporate Reorganization” means: 
 (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization; or 
 (ii) The sale, transfer or other disposition of all or substantially all of the
Company’s assets or the complete liquidation or dissolution of the Company. 
  

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 (h) “Eligible Employee” means any employee of a Participating Company whose
customary employment is for more than five months per calendar year and for more than 20 hours per week. The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is
prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan. 
 (i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (j) “Fair Market Value” means the market price of Stock, determined by the Committee as follows: 
 (i) If the Stock was traded on The Nasdaq National Market on the date in question, then the Fair Market Value shall be equal
to the last-transaction price quoted for such date by The Nasdaq National Market; 
 (ii) If the Stock was traded
on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; or 
 (iii) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate. 
 Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in The Wall Street Journal or as reported directly to the Company by NASDAQ or a stock exchange. Such determination shall be conclusive and binding on all persons. 
 (k) “Offering Period” means a six-month period with respect to which the right to purchase Stock may be granted under the
Plan, as determined pursuant to Section 3(a). 
 (l) “Participant” means an Eligible Employee who elects
to participate in the Plan, as provided in Section 3(c). 
 (m) “Participating Company” means (i) the
Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company. 
 (n)
“Plan” means this Blue Coat Systems, Inc. Employee Stock Purchase Plan, as it may be amended from time to time. 
 (o) “Plan Account” means the account established for each Participant pursuant to Section 7(a). 
 (p) “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 7(b). 
 (q) “Stock” means the Common Stock of the Company. 
 (r)
“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. 
  

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