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Exhibit 10.24
 PACKETEER, INC.
NOTICE OF GRANT OF PERFORMANCE SHARES
 (For U.S. Participants)
  Award   Plan   Agreement 
 Participant:
    
    
    
    Employee ID:Grant Date:
    
    February 19, 2008
    
    Grant No.:Target Number ofPerformance Shares:
    
    [_______________], subject to adjustment as provided by the Agreement.Maximum Number ofPerformance Shares:
    
    [_______________], subject to adjustment as provided by the Agreement.Performance Period:
    
    The fiscal year of the Corporation beginning January 1, 2008 and ending December 31, 2008.Performance Measures:
    
    Product Revenue, as defined by the Agreement.
Pro Forma Operating Income, as defined by the Agreement.Earned Performance 
Shares:
    
    Except as provided by the Agreement, the number of Earned Performance Shares, if any (not
to exceed the Maximum Number of Performance Shares), shall be determined following
completion of the Performance Period by multiplying the Target Number of Performance
Shares by the product of the Product Revenue Multiplier (as defined by the Agreement) and
the Pro Forma Operating Income Multiplier (as defined by the Agreement).Vested Performance 
Shares:
    
    Except as provided by the Agreement, and provided that the Participants Service has not
terminated prior to the applicable Vesting Date, a number of Earned Performance Shares,
if any, shall become Vested Performance Shares as of each of the following dates (each a
Vesting Date) determined by multiplying the total number of Earned Performance Shares
by the Vested Ratio:Vesting Date
    
    Vested RatioFebruary 28, 2009
    
    1/3February 28, 2010
    
    An additional 1/3February 28, 2011
    
    An additional 1/3Settlement Date:
    
    Each Vesting Date shall be a Settlement Date with respect to the number of Earned
Performance Shares, if any, becoming Vested Performance Shares on such date, except as
otherwise provided by the Agreement.




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PACKETEER, INC.
    
    PARTICIPANTBy:SignatureIts:Date
 Address:
    
    10201 North De Anza Boulevard
    
    AddressCupertino, CA 95014, USA
 ATTACHMENTS:
    
    1999 Stock Incentive Plan, as amended to the Grant Date; Performance Share Agreement
and Plan Prospectus
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PACKETEER, INC.
PERFORMANCE SHARE AGREEMENT
 (For U.S. Participants)
 Notice of Grant of Performance
Shares  Grant Notice   Agreement   Plan   Plan Prospectus 
 Definitions and Construction.
 Definitions .
  Cause 




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 Disability
  Involuntary Termination of Service  provided,
however
  Performance Share 
  Plan Administrator 
  Product Revenue 
  Product Revenue Goal 
  Product Revenue Multiplier 
 Percentage Achievement of ProductRevenue Goal
    
    Product Revenue MultiplierLess than 95%
    
    
    0.0095%
    
    
    0.75100%
    
    
    1.00110%
    
    
    1.25115%
    
    
    1.50120%
    
    
    1.75Equal to or greater than 125%
    
    
    2.00
   Pro Forma Operating Income 
 2




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 Pro Forma Operating Income Goal 
  Pro Forma Operating Income Multiplier 
 Percentage Achievement ofPro Forma Operating
Income Goal
    
    Pro Forma Operating
Income MultiplierLess than 95%
    
    
    0.0095%
    
    
    0.50Equal to or greater than 100%
    
    
    1.00
  Construction .
 Administration.
  The Award.
 Grant of Performance Shares.
 3




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No Monetary Payment Required.
 Certification of Plan Administrator.
 Level of Performance Measures Attained.
 Adjustment to Performance Measures for Extraordinary Items.
 Vesting of Performance Shares.
 In General.
 Effect of Leave of Absence.
 4




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Effect of Involuntary Termination of Service Following a Corporate Transaction Occurring
On or After Initial Vesting Date.
 Termination of Service; Forfeiture of Unvested Performance
Shares.
  Settlement of the Award.
 Issuance of Shares of Common Stock .
 Beneficial Ownership of Shares; Certificate Registration .
 5




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Restrictions on Grant of the Award and Issuance of Shares .
 Fractional Shares .
 Tax Withholding.
 In General.
 Withholding in Shares.
 6




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Corporate Transaction.
 Effect of Corporate Transaction on the Award.
 Corporate Transaction Occurring Prior to Initial Vesting Date.
 Corporate Transaction Occurring On or After Initial Vesting Date. Acquiror
 Federal Excise Tax Under Section 4999 of the Code.
 Excess Parachute Payment.
 7




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Determination by Independent Accountants.  Accountants 
 Adjustments for Changes in Capital Structure.
  Rights as a Stockholder or Employee.
  8




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Legends.
  Compliance with Section 409A.
  Section 409A Regulations   Delayed Payment Date 
 However, the Corporation does not guarantee any particular tax effect
for income provided to the Participant pursuant to this Agreement.
 Miscellaneous Provisions.
 Termination or Amendment.
 9




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Nontransferability of the Award.
 Unfunded Obligation.
 Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 10




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Description of Electronic Delivery .
 Consent to Electronic Delivery.
 Integrated Agreement.
 Applicable Law.
 Counterparts.
 11