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Exhibit 10.22
 PACKETEER, INC.  1999 STOCK INCENTIVE PLAN
 Amended and Restated Effective as of December 12, 2007
 ARTICLE ONE
 GENERAL PROVISIONS
 I. PURPOSE OF THE PLAN
   II. STRUCTURE OF THE PLAN
  -
 -
 -
 -
  III.
    
    ADMINISTRATION OF THE PLAN




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2.




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IV. ELIGIBILITY
       3.




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not
 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.




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Grant of Restricted Stock Unit Awards .
 Purchase Price .
 Vesting Provisions .
 Voting Rights, Dividend Equivalent Rights and Distributions .
 17.




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Effect of Termination of Service .
 Settlement of Restricted Stock Unit Awards .
 Nontransferability of Restricted Stock Unit Awards .
 III. CORPORATE TRANSACTION/CHANGE IN CONTROL
  18.




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IV. SHARE ESCROW/LEGENDS
  19.




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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.




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payment of Performance-Based Compensation shall not be changed during the Performance Period.
The Corporation shall notify each Participant granted a Performance Award of the terms of such
Award, including the Performance Period, Performance Goal(s) and Performance Award Formula. 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.




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Effect of Termination of Service.
 Nontransferability of Performance Awards .
 II. CORPORATE TRANSACTION/CHANGE IN CONTROL
  24.




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ARTICLE FIVE
 AUTOMATIC NON-EMPLOYEE DIRECTOR GRANT PROGRAM
 I. RESTRICTED STOCK UNIT AWARD TERMS
 Award Dates .
   Purchase Price .
 Vesting Provisions .
 25.




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Effect of Termination of Board Service .
 II. CORPORATE TRANSACTION/CHANGE IN CONTROL
   III. REMAINING TERMS
  26.




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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
   27.




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Subsequent Elections .
    Distributions Pursuant to Deferral Elections .
        28.




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Unforeseeable Emergency
  Disabled .
    Death
 29.




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No Acceleration of Distributions.
 II. TAX WITHHOLDING
   Stock Withholding
 Stock Delivery
 III. EFFECTIVE DATE AND TERM OF THE PLAN
   30.




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earliest
 IV. AMENDMENT OF THE PLAN
    V. USE OF PROCEEDS
  31.




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VI. REGULATORY APPROVALS
   VII. NO EMPLOYMENT/SERVICE RIGHTS
  32.




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APPENDIX
  Automatic Non-Employee Director 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.




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Stock Appreciation Right or SAR
 Stock Exchange
 Subsidiary
 Take-Over Price greater
 Tandem SAR
 10% Stockholder
 Underwriting Agreement
 Underwriting Date
 Withholding Taxes
 A-6.




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PLAN HISTORY
 May 19, 1999
    
    Board adopts Plan, with an initial reserve of 3,845,917 shares.May 19, 1999
    
    Stockholders approve Plan, with an initial reserve of
3,845,917 shares.July 27, 1999
    
    Plan Effective Date.January 3, 2000
    
    Automatic increase in share reserve by 1,340,000 shares,
bringing the total cumulative reserve to 5,185,917 shares.January 2, 2001
    
    Automatic increase in share reserve by 1,473,311 shares,
bringing the total cumulative reserve to 6,659,228 shares.March 16, 2001
    
    Board adopts restatement of Plan (the 2001 Restatement) to
(a) effect certain changes to the provisions of the plan
document in order to facilitate the administration of the Plan
and (b) make the following changes to the Automatic Option
Grant Program (the predecessor to the Automatic Non-Employee
Director Grant Program): (i) increase the number of shares of
Common Stock for which each new non-employee Board member is
to be granted a stock Option at the time of his or her initial
election or appointment to the Board from 12,000 shares to
20,000 shares, (ii) increase the number of shares of Common
Stock for which each continuing non-employee Board member is
to be granted stock Options at each Annual Stockholders
Meeting from 3,000 shares to 5,000 shares, beginning with the
2001 Annual Stockholders Meeting, and (iii) eliminate,
effective with the annual automatic Option grants to be made
to the continuing non-employee Board members at the 2001
Annual Stockholders Meeting, the requirement that a
non-employee Board member serve in that capacity for at least
six (6) months before that individual first becomes eligible
to receive his or her first annual automatic Option grant.May 23, 2001
    
    Stockholders approve the 2001 Restatement.January 2, 2002
    
    Automatic increase in share reserve by 1,497,551 shares,
bringing the total cumulative reserve to 8,156,779 shares.February 8, 2002
    
    Board adopts restatement of Plan (the 2002 Restatement) to
make the following changes to the Automatic Option Grant
Program (the predecessor to the Automatic Non-Employee
Director Grant Program): (i) increase the number of shares of
Common Stock for which each new non-employee Board member is
to be granted a stock Option at the time of his or her initial
election or appointment to the Board from 20,000 shares to
30,000 shares, (ii) increase the




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number of shares of Common
Stock for which each continuing non-employee Board member is
to be granted stock Options at each Annual Stockholders
Meeting from 5,000 shares to 15,000 shares, beginning with the
2002 Annual Stockholders Meeting, and (iii) add, effective
with the annual automatic Option grants to be made to the
continuing non-employee Board members at the 2002 Annual
Stockholders Meeting, a twenty-four (24) month vesting period
to such annual Option grants whereby such Option would vest in
a series of two (2) successive equal annual installments upon
the Participants completion of each twelve (12)-month period
of service as a Board member over the twenty-four (24)-month
period measured from the Option grant date. All Option grants
made prior to the 2002 Restatement shall remain outstanding in
accordance with the terms and conditions of the respective
instruments evidencing those Options, and nothing in the 2002
Restatement shall be deemed to modify or in any way affect
those outstanding Options.May 22, 2002
    
    Stockholders approve the 2002 Restatement.January 2, 2003
    
    Automatic increase in share reserve by 1,529,941 shares,
bringing the total cumulative reserve to 9,686,720 shares.January 2, 2004
    
    Automatic increase in share reserve by 1,625,059 shares,
bringing the total cumulative reserve to 11,311,779 shares.January 3, 2005
    
    Automatic increase in share reserve by 1,670,918 shares,
bringing the total cumulative reserve to 12,982,697 shares.December 15, 2004
    
    Board adopts restatement of Plan (the 2005 Restatement) to: (i) authorize freestanding SARs, (ii) authorize RSUs, (iii)
authorize performance shares and performance units, (iv)
establish a list of performance measures to be used establish
performance goals and to set maximum awards sizes to comply
with IRC 162(m), (v) eliminate requirement that company
receive consideration equal to 100% of FMV of shares issued
under restricted stock and RSU awards, (vi) revise corporate
transaction/change in control provisions to address additional
types of awards and consequence of 2nd step merger following a
tender offer, and (vii) amend definition of Service to
address leaves of absenceMay 24, 2005
    
    Stockholders approve the 2005 Restatement specifically as to
those amendments requiring stockholder approval: items (iii),
(iv) and (v) in the list above.January 1, 2006
    
    Automatic increase in share reserve by 1,709,848 shares,
bringing the total cumulative reserve to 14,692,545 shares.
 A-1.




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January 1, 2007
    
    Automatic increase in share reserve by 1,769,976 shares,
bringing the total cumulative reserve to 16,462,521 shares.February 5, 2007
    
    Board adopts resolutions to amend Section III.B. of the Plan
to establish that the Board may authorize one or more officers
of the Corporation to grant restricted stock unit awards to
Employees who are not Section 16 Insiders or Covered
Employees, provided that such authorized officers may not
grant to any Employee in any calendar year awards for more
than 25,000 restricted stock units.December 12, 2007
    
    Board adopts resolutions to amend the Plan to make the
following changes to the Automatic Option Grant Program (the
Automatic Director Grant Amendment): (i) change the form of
equity award from Options to Restricted Stock Unit Awards,
(ii) provide that upon a directors initial election or
appointment to the Board, such director shall automatically be
granted a Restricted Stock Unit Award for 16,500 shares of
Common Stock, which will vest annually over a three (3) year
period, and (iii) provide that on the date of each Annual
Stockholders Meeting, each individual who will be a continuing
non-employee Board member thereafter shall automatically be
granted a Restricted Stock Unit Award for 8,300 shares of
Common Stock, which will vest annually over a one (1) year
period. All Option grants made prior to the Automatic
Director Grant Amendment shall remain outstanding in
accordance with the terms and conditions of the respective
instruments evidencing those Options, and nothing in the
Automatic Director Grant Amendment shall be deemed to modify
or in any way affect those outstanding Options.
 A-2.