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Exhibit 10.14
 PACKETEER, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(For Non-U.S. Participants)
  Award   Plan 
 Participant:
    
    
    
    
    
    
    
    Employee ID:Grant Date:
    
    
    
    
    
    
    
    Grant No.:
 Number of Restricted
    
    , subject to adjustment as provided by the Restricted Stock Units Agreement.Stock Units:Settlement Date:
    
    For each Restricted Stock Unit, except as otherwise
provided by the Restricted Stock Units Agreement, the date
on which such unit becomes a Vested Unit in accordance with
the vesting schedule set forth below.Local Law:
    
    The laws, rules and regulations of [Name of Country], of
which the Participant is a resident.Vested Units:
    
    Except as provided by the Restricted Stock Units Agreement
and provided that the Participants Service has not
terminated prior to the relevant date, the number of Vested
Units shall cumulatively increase on each respective date
set forth below by the number of units set forth opposite
such date, as follows:
 Vesting Date
    
    
    
    Number of Units Vesting
  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; Restricted Stock Units
Agreement and Plan Prospectus




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PACKETEER, INC.
RESTRICTED STOCK UNITS AGREEMENT
(For Non-U.S. Participants)
 Notice of Grant of Restricted
Stock Units  Grant Notice   Agreement   Units   Plan   Plan
Prospectus 
 1. Definitions and Construction.
 Definitions .
 Construction .
 2. Certain Conditions of the Award.
 Compliance with Local Law.
 Employment Conditions.




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2




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Data Privacy Consent.
 (a) The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participants personal data as described in this
document by and among the Corporation and each Parent and Subsidiary for the exclusive purpose of
implementing, administering and managing the Participants participation in the Plan.
 (b) The Participant understands that the Corporation (or any Parent or Subsidiary) holds
certain personal information about the Participant, including, but not limited to, the
Participants name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares or directorships held in
the Corporation, details of all Awards or any other entitlement to shares awarded, canceled,
exercised, vested, unvested or outstanding in the Participants favor, for the purpose of
implementing, administering and managing the Plan ( Data ). The Participant understands that Data
may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in the Participants country or
elsewhere, and that the recipients country may have different data privacy laws and protections
than the Participants country. The Participant understands that he or she may request a list with
the names and addresses of any potential recipients of the Data by contacting the Participants
local human resources representative. The Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participants participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with whom the
Participant may elect to deposit any shares acquired upon settlement of the Award. The Participant
understands that Data will be held only as long as is necessary to implement, administer and manage
the Participants participation in the Plan. The Participant understands that he or she may, at
any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing the Participants local human resources representative. The
Participant understands, however, that refusing or withdrawing the Participants consent may affect
the Participants ability to participate in the Plan. For more information on the consequences of
the Participants refusal to consent or withdrawal of consent, the Participant understands that he
or she may contact the Participants local human resources representative.
 3. Administration.
  3




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4. The Award.
 Grant of Units.
 No Monetary Payment Required.
 5. Vesting of Units.
  6. Corporation Reacquisition Right.
  7. Settlement of the Award.
 Issuance of Shares of Common Stock .
 Beneficial Ownership of Shares; Certificate Registration .
 4




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Restrictions on Grant of the Award and Issuance of Shares .
 Fractional Shares .
 8. Tax Withholding.
 In General.  Tax Obligations 
 Withholding in Shares.
 5




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9. Effect of Corporate Transaction on Award.
 Acquiror
 10. Adjustments for Changes in Capital Structure.
  11. Rights as a Stockholder or Employee.
  6




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12. Legends.
  13. Miscellaneous Provisions.
 Termination or Amendment.
 Nontransferability of the Award.
 Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 7




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Description of Electronic Delivery .
 Consent to Electronic Delivery.
 Integrated Agreement.
 Applicable Law.
 8




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Counterparts.
 9