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PACKETEER, INC.
NOTICE OF GRANT OF PERFORMANCE SHARES
(For U.S. Participant)
  Award   Plan   Agreement 
 Participant:
    
    
    
    Employee ID:Grant Date:
    
    
    
    Grant No.:Target Number of
Performance Shares:
    
    [_______________], subject to adjustment as provided by the Agreement.Maximum Number of
Performance Shares:
    
    [_______________], subject to adjustment as provided by the Agreement. [Not to
exceed 750,000 shares for 3-year Performance Period]Performance Period:
    
    The three fiscal years of the Corporation beginning January 1, 2007 and ending
December 31, 2009.Performance Measures:
    
    Revenue Growth
Percentage, as defined by the Agreement.
Average Operating Income Margin Percentage, as defined by the Agreement.Vesting Date:
    
    [_______________], 2010, except as provided 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 Vesting Date, on the Vesting Date the number of
Vested Performance Shares (not to exceed the Maximum Number of Performance Shares)
shall be determined by multiplying the Target Number of Performance Shares by the
product of the Revenue Growth Percentage Multiplier (as defined by the Agreement)
and the Average Operating Income Margin Percentage Multiplier (as defined by the
Agreement).Settlement Date:
    
    The Vesting Date, except as otherwise provided by the Agreement.
  PACKETEER, INC.
    
    
    
    PARTICIPANTBy:SignatureIts:DateAddress:  10201 North de Anza BoulevardCupertino, CA 95014, USA
    
    
    
    Address
 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 
 1. Definitions and Construction.
 Definitions .
  Average Operating Income Margin Percentage 
  Average Operating Income Margin Percentage Multiplier 
 Average Operating Income
    
    Average Operating Income MarginMargin Percentage
    
    Percentage MultiplierLess than 12.0%
    
    0.0012.0%
    
    0.75Equal to or greater than 15%
    
    1.00
  Cause
 Disability
  Involuntary Termination of Service 




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 Operating Income 
  Performance Share 
  Plan Administrator 
  Pro Forma Annual Operating Income Margin 
  Pro Forma Operating Income 
  Revenue 
  Revenue Growth Percentage 
  Revenue Growth Percentage Multiplier 
 Revenue Growth Percentage
    
    Revenue Growth Percentage MultiplierLess than 15.0%
    
    0.0015.0%
    
    0.7518.0%
    
    1.0020.0%
    
    1.2525.0%
    
    1.5030.0%
    
    2.00Equal to or greater than 35%
    
    2.50
  2




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 Three-Year Annual Revenue Compound Annual Growth Rate 
 Construction .
 2. Administration.
  3. The Award.
 Grant of Performance Shares.
 No Monetary Payment Required.
 3




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4. Certification of Plan Administrator.
 Level of Performance Measures Attained.
 Adjustment to Performance Measures for Extraordinary Items.
 5. Vesting of Performance Shares.
 In General.
 Effect of Leave of Absence.
 Effect of Involuntary Termination of Service Following a Corporate Transaction.
 4




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6. Termination of Service; Forfeiture of Unvested Performance Shares.
  7. Settlement of the Award.
 Issuance of Shares of Common Stock .
 Beneficial Ownership of Shares; Certificate Registration .
 Restrictions on Grant of the Award and Issuance of Shares .
 5




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Fractional Shares .
 8. Tax Withholding.
 In General.
 Withholding in Shares.
 9. Corporate Transaction.
 Effect of Corporate Transaction on the Award. Acquiror
 6




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Federal Excise Tax Under Section 4999 of the Code.
 Excess Parachute Payment.
 Determination by Independent Accountants.  Accountants 
 10. Adjustments for Changes in Capital Structure.
  11. Rights as a Stockholder or Employee.
 7




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12. Legends.
  13. Miscellaneous Provisions.
 Termination or Amendment.
 Nontransferability of the Award.
 Unfunded Obligation.
 8




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Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery .
 Consent to Electronic Delivery.
 9




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Integrated Agreement.
 Applicable Law.
 Counterparts.
 10