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PACKETEER, INC.  1999 STOCK INCENTIVE PLAN
 Amended and Restated Effective as of February 5, 2007
 ARTICLE ONE
 GENERAL PROVISIONS
 I.
    
    PURPOSE OF THE PLAN
   II.
    
    STRUCTURE OF THE PLAN
  
    
    the Discretionary Option/SAR Program under which eligible persons may,
at the discretion of the Plan Administrator, be granted Options and/or Stock Appreciation
Rights;
    
    the Restricted Stock/Restricted Stock Unit Program under which
eligible persons may, at the discretion of the Plan Administrator, be granted Restricted
Stock Purchase Rights, Restricted Stock Bonuses and/or Restricted Stock Units;
    
    the Performance Award Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted Performance Shares and/or Performance
Units; and
    
    the Automatic Option Grant Program under which eligible non-employee
Board members shall automatically receive Option grants at designated intervals over their
period of continued Board service.
  III.
    
    ADMINISTRATION OF THE PLAN




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2.




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IV.
    
    ELIGIBILITY
      not
 3.




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V.
    
    STOCK SUBJECT TO THE PLAN








4.




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not
  5.




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ARTICLE TWO
 DISCRETIONARY OPTION/SAR GRANT PROGRAM
 I. OPTION TERMS
 provided
 Exercise Price
       Exercise and Term of Options .
 6.




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Effect of Termination of Service
         7.




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Stockholder Rights .
 Repurchase Rights .
 Limited Transferability of Options
 II. INCENTIVE OPTIONS
 not
 Eligibility .
 Dollar Limitation .
 8.




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10% Stockholder .
 III. STOCK APPRECIATION RIGHTS
 provided
 Types of SARs Authorized .
 Terms and Conditions of Freestanding SARs .
 Exercise Price.
 Exercisability and Term of Freestanding SARs.
 Exercise of Freestanding SARs and Settlement in Stock.
 Exercise of Freestanding SARs and Settlement in Cash.
 9.




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Deemed Exercise of Freestanding SARs.
 Effect of Termination of Service.
 Terms and Conditions of Tandem SARs .
   later
 10.




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Terms and Conditions of Limited SARs .
    Stockholder Rights .
 Limited Transferability of SARs
 11.




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IV. CORPORATE TRANSACTION/CHANGE IN CONTROL
 not
   provided
 12.




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earlier
 earlier
 13.




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V. PROHIBITION OF OPTION OR SAR REPRICING WITHOUT STOCKHOLDER APPROVAL
  14.




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ARTICLE THREE
 RESTRICTED STOCK/RESTRICTED STOCK UNIT PROGRAM
 I. RESTRICTED STOCK AWARDS
  Types of Restricted Stock Awards Authorized .
 Purchase Price
 Purchase Period .
 Payment of Purchase Price .
 15.




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Vesting Provisions
      II. RESTRICTED STOCK UNIT AWARDS
 16.
        Grant of Restricted Stock Unit Awards .
 Purchase Price .
 Vesting Provisions .
 Voting Rights, Dividend Equivalent Rights and Distributions . 17.
        Effect of Termination of Service .
 Settlement of Restricted Stock Unit Awards .
 Nontransferability of Restricted Stock Unit Awards .
 III. CORPORATE TRANSACTION/CHANGE IN CONTROL
 18.
          IV. SHARE ESCROW/LEGENDS
 19.
       ARTICLE FOUR
 PERFORMANCE AWARD PROGRAM
 I. TERMS OF PERFORMANCE AWARDS
  Types of Performance Awards Authorized .
 Initial Value of Performance Shares and Performance Units .
 Establishment of Performance Period, Performance Goals and Performance Award
Formula . 20.
        Measurement of Performance Goals . Performance Targets Performance Measure
 Performance Measures .
           21.




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Performance Targets.
 Settlement of Performance Awards .
 Determination of Final Value .
 Discretionary Adjustment of Award Formula .
 22.




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Effect of Leaves of Absence .
 Notice to Participants .
 Payment in Settlement of Performance Awards
 Provisions Applicable to Payment in Shares .
 Voting Rights; Dividend Equivalent Rights and Distributions . 23.
        Effect of Termination of Service.
 Nontransferability of Performance Awards .
 II. CORPORATE TRANSACTION/CHANGE IN CONTROL
  24.




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ARTICLE FIVE
 AUTOMATIC OPTION GRANT PROGRAM
  I. OPTION TERMS
 Grant Dates .
    Exercise Price
   Option Term .
 25.




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Exercise and Vesting of Options .
 Limited Transferability of Options .
 Termination of Board Service .
   26.




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II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER
    27.
        provided
  III. REMAINING TERMS
  28.




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ARTICLE SIX
 MISCELLANEOUS
 I. COMPLIANCE WITH CODE SECTION 409A
 Awards Subject to Code Section 409A .
    Deferral and/or Distribution Elections . Election
   29.




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Subsequent Elections .
    Distributions Pursuant to Deferral Elections .
        30.




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Unforeseeable Emergency
  Disabled .
    Death 31.
        No Acceleration of Distributions.
 II. TAX WITHHOLDING
   Stock Withholding
 Stock Delivery
 III. EFFECTIVE DATE AND TERM OF THE PLAN
   32.




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earliest
 IV. AMENDMENT OF THE PLAN
    V. USE OF PROCEEDS
  33.




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VI. REGULATORY APPROVALS
   VII. NO EMPLOYMENT/SERVICE RIGHTS
  34.




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APPENDIX
  Automatic Option Grant Program
 Award
 Award Agreement
 Board
 Change in Control
   Code
 Common Stock
 Corporate Transaction




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Corporation
 Covered Employee
 Discretionary Option/SAR Grant Program
 Dividend Equivalent Right
 Employee
 Exercise Date
 Fair Market Value
  A-1.




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The Wall Street Journal
 The Wall
Street Journal
  Freestanding SAR
 Hostile Take-Over
 Incentive Option
 Involuntary Termination
   A-2.




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Misconduct
 1934 Act
 Non-Statutory Option
 Option
 Parent
 Participant
 Performance Award
 Performance Award Formula
 Performance-Based Compensation
 Performance Measures
 A-3.




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Performance Period
 Performance Share
 Performance Unit
 Permanent Disability or Permanently Disabled
 Plan
 Plan Administrator
 Plan Effective Date
 Predecessor Plan
 Primary Committee
 A-4.




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Restricted Stock Award
 Restricted Stock Bonus
 Restricted Stock Purchase Right
 Restricted Stock/Restricted Stock Unit Program
 Restricted Stock Unit
 Secondary Committee
 Section 16 Insider
 Service A-5.
        Stock Appreciation Right SAR
 Stock Exchange
 Subsidiary
 Take-Over Price greater
 Tandem SAR
 10% Stockholder
 Underwriting Agreement
 Underwriting Date
 Withholding Taxes
 A-6.