2007 Stock Incentive Plan



 Exhibit 10.38 
 BLUE COAT SYSTEMS, INC. 
 2007 STOCK INCENTIVE PLAN 
 (As Adopted on August 27, 2007 and Effective October 2, 2007) 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE 1.	  	INTRODUCTION	  	1
			
	ARTICLE 2.	  	ADMINISTRATION	  	1
	 2.1
	  	Committee Composition	  	1
	 2.2
	  	Committee Responsibilities	  	1
	 2.3
	  	Non-Officer Grants	  	1
			
	ARTICLE 3.	  	SHARES AVAILABLE FOR GRANTS	  	2
	 3.1
	  	Basic Limitation	  	2
	 3.2
	  	Shares Returned to Reserve	  	2
	 3.3
	  	Dividend Equivalents	  	2
			
	ARTICLE 4.	  	ELIGIBILITY	  	2
	 4.1
	  	Incentive Stock Options	  	2
	 4.2
	  	Other Grants	  	2
			
	ARTICLE 5.	  	OPTIONS	  	2
	 5.1
	  	Stock Option Agreement	  	2
	 5.2
	  	Number of Shares	  	2
	 5.3
	  	Exercise Price	  	2
	 5.4
	  	Exercisability and Term	  	3
	 5.5
	  	Modification or Assumption of Options	  	3
			
	ARTICLE 6.	  	PAYMENT FOR OPTION SHARES	  	3
	 6.1
	  	General Rule	  	3
	 6.2
	  	Surrender of Stock	  	3
	 6.3
	  	Exercise/Sale	  	3
	 6.4
	  	Other Forms of Payment	  	3
			
	ARTICLE 7.	  	AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE MEMBERS OF THE BOARD	  	3
	 7.1
	  	Initial Grants	  	3
	 7.2
	  	Annual Grants	  	4
	 7.3
	  	Accelerated Exercisability	  	4
	 7.4
	  	Exercise Price	  	4
	 7.5
	  	Term	  	4
	 7.6
	  	Affiliates of Non-Employee Members of the Board	  	4
			
	ARTICLE 8.	  	STOCK APPRECIATION RIGHTS	  	4
	 8.1
	  	SAR Agreement	  	4
	 8.2
	  	Number of Shares	  	4
	 8.3
	  	Exercise Price	  	5
	 8.4
	  	Exercisability and Term	  	5
	 8.5
	  	Exercise of SARs	  	5
	 8.6
	  	Modification or Assumption of SARs	  	5
			
	ARTICLE 9.	  	RESTRICTED SHARES	  	5
	 9.1
	  	Restricted Stock Agreement	  	5
	 9.2
	  	Payment for Awards	  	5
	 9.3
	  	Vesting Conditions	  	5
	 9.4
	  	Voting and Dividend Rights	  	6
			
	ARTICLE 10.	  	STOCK UNITS	  	6
	 10.1
	  	Stock Unit Agreement	  	6
	 10.2
	  	Payment for Awards	  	6

  

 i 









					
	 	  	 	  	Page
	 10.3
	  	Vesting Conditions	  	6
	 10.4
	  	Voting and Dividend Rights	  	6
	 10.5
	  	Form and Time of Settlement of Stock Units	  	6
	 10.6
	  	Death of Recipient	  	7
	 10.7
	  	Creditors’ Rights	  	7
			
	ARTICLE 11.	  	CHANGE IN CONTROL	  	7
	 11.1
	  	Effect of Change in Control	  	7
	 11.2
	  	Involuntary Termination	  	7
			
	ARTICLE 12.	  	PROTECTION AGAINST DILUTION	  	7
	 12.1
	  	Adjustments	  	7
	 12.2
	  	Dissolution or Liquidation	  	8
	 12.3
	  	Reorganizations	  	8
			
	ARTICLE 13.	  	LIMITATION ON RIGHTS	  	9
	 13.1
	  	Retention Rights	  	9
	 13.2
	  	Stockholders’ Rights	  	9
	 13.3
	  	Regulatory Requirements	  	9
			
	ARTICLE 14.	  	WITHHOLDING TAXES	  	9
	 14.1
	  	General	  	9
	 14.2
	  	Share Withholding	  	9
			
	ARTICLE 15.	  	LIMITATION ON PAYMENTS	  	9
	 15.1
	  	Scope of Limitation	  	9
	 15.2
	  	Basic Rule	  	10
	 15.3
	  	Reduction of Payments	  	10
	 15.4
	  	Overpayments and Underpayments	  	10
	 15.5
	  	Related Corporations	  	10
			
	ARTICLE 16.	  	FUTURE OF THE PLAN	  	10
	 16.1
	  	Term of the Plan	  	10
	 16.2
	  	Amendment or Termination	  	11
	 16.3
	  	Stockholder Approval	  	11
			
	ARTICLE 17.	  	DEFINITIONS	  	11-14

  

 ii 








 BLUE COAT SYSTEMS, INC. 
 2007 STOCK INCENTIVE PLAN 
 ARTICLE 1. INTRODUCTION. 
 The Plan
was adopted by the Board to be effective as of the Effective Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Non-Employee Members of the Board
and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Non-Employee Members of the Board and Consultants with exceptional qualifications and (c) linking Employees,
Non-Employee Members of the Board and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Stock Units, Options (which may
constitute ISOs or NSOs) or stock appreciation rights. 
 The Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware (except their choice-of-law provisions). 
 ARTICLE 2. ADMINISTRATION. 
 2.1 Committee Composition. The Compensation Committee of the Board shall administer the Plan. The Committee shall consist exclusively of two
or more members of the Board, who shall be appointed by the Board. In addition, each member of the Committee shall meet the following requirements: 
 (a) Any listing standards prescribed by the principal securities market on which the Company’s equity securities are traded; 
 (b) Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for
exemption under section 162(m)(4)(C) of the Code, to the extent deemed advisable by the Board; 
 (c) Such requirements
as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and 
 (d) Any other requirements imposed by applicable law, regulations or rules. 
 2.2 Committee Responsibilities. The Committee shall (a) select the Employees, Non-Employee Members of the Board and Consultants who are
to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan, (d) make all other decisions relating to the operation of the Plan and
(e) carry out any other duties delegated to it by the Board under the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and
binding on all persons. 
 2.3 Non-Officer Grants. The Board may also appoint an additional committee of the Board composed of
two or more directors of the Company. The members of the additional committee need not satisfy the requirements of Section 2.1. Such committee or the Board may (a) administer the Plan with respect to Employees and Consultants who are not
Non-Employee Members of the Board and are not considered executive officers of the Company under section 16 of the Exchange Act, (b) grant Awards under the Plan to such Employees and Consultants and (c) determine all features and
conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include the Board or an additional committee to whom the Board has delegated the required authority under this
Section 2.3. 
  

 1 








 ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 
 3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number
of Common Shares issued under the Plan shall not exceed (a) 2,000,000 plus the number of Common Shares reserved against options or awards outstanding under the Predecessor Plans on the Effective Date plus (b) the Common Shares described in
Section 3.2. Common Shares awarded as Restricted Shares or Stock Units will be counted against the share reserve as 1.5 Common Shares for every one Common Share subject thereto. The number of Common Shares that are subject to Awards outstanding
at any time under the Plan shall not exceed the number of Common Shares that then remain available for issuance under the Plan. All Common Shares available under the Plan may be issued upon the exercise of ISOs. The limitations of this
Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 12. 
 3.2 Shares Returned to
Reserve. If Options, SARs or Stock Units are forfeited or terminate for any other reason before being exercised or settled, then the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under
the Plan. If SARs are exercised, then all of the Common Shares (if any) actually issued in settlement of such SARs plus any Common Shares that represent payment of the exercise price shall reduce the number available under Section 3.1. If Stock
Units are settled, then only the number of Common Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 3.1. If Restricted Shares or Common Shares issued upon the exercise of Options
are reacquired by the Company pursuant to a forfeiture provision, then such Common Shares shall again become available for issuance under the Plan. Further, if Restricted Shares or Stock Units are forfeited or repurchased by the Company, then 1.5
times the number of Common Shares so forfeited or repurchased will again become available for issuance under the Plan. 
 3.3 Dividend
Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units.

 ARTICLE 4. ELIGIBILITY. 
 4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined
voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in section 422(c)(5) of the Code are satisfied.

 4.2 Other Grants. Only Employees, Non-Employee Members of the Board and Consultants shall be eligible for the grant of
Restricted Shares, Stock Units, NSOs or SARs. 
 ARTICLE 5. OPTIONS. 
 5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions
of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation. 
 5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 12. Options granted to an Optionee in a single fiscal year of the Company shall not cover more than 250,000 Common Shares, except that Options granted to a new Employee in the fiscal year of the
Company in which his or her Service commences may cover up to 500,000 Common Shares. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. 
 5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value
of a Common Share on the date of grant. The preceding sentence shall not apply to Options granted pursuant to an assumption of, or substitution for, another option in a manner that would satisfy the requirements of section 424(a) of the Code,
whether or not such section is applicable. 
  

 2 








 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when
all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an Option shall in no event exceed 10 years from the date of grant. A Stock Option
Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the
Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. 
 5.5 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options
or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. Notwithstanding anything in this Plan to the contrary, and except for the
adjustments provided in Article 12, neither the Committee nor any other person may decrease the exercise price for any outstanding Option after the date of grant nor cancel or allow an optionee to surrender an outstanding Option to the Company as
consideration for the grant of a new Option with a lower exercise price or the grant of another type of Award the effect of which is to reduce the exercise price of any outstanding Option. 
 ARTICLE 6. PAYMENT FOR OPTION SHARES. 
 6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased, except that the Committee at its sole
discretion may accept payment of the Exercise Price in any other form(s) described in this Article 6. However, if the Optionee is a Non-Employee Member of the Board or executive officer of the Company, he or she may pay the Exercise Price in a
form other than cash or cash equivalents only to the extent permitted by section 13(k) of the Exchange Act. 
 6.2 Surrender of
Stock. With the Committee’s consent, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their
Fair Market Value on the date the new Common Shares are purchased under the Plan. 
 6.3 Exercise/Sale. With the Committee’s
consent, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares
being purchased under the Plan and to deliver all or part of the sales proceeds to the Company. 
 6.4 Other Forms of
Payment. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. 
 ARTICLE 7. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE MEMBERS OF THE BOARD. 
 7.1 Initial Grants. Each Non-Employee Member of the Board who first becomes a member of the Board after the Effective Date shall receive a
one-time grant of an NSO covering 10,000 Common Shares on the date such Non-Employee Member of the Board first joins the Board. Each Non-Employee Member of the Board who first becomes Chairman of the Audit Committee after the Effective Date shall
also receive a one-time grant of an 

  

 3 








 
NSO covering 7,500 Common Shares on the date such Non-Employee Member of the Board first becomes Chairman of the Audit Committee. Each such NSO shall become
exercisable in four equal annual installments over the four-year period commencing on the date of grant. A Non-Employee Member of the Board who previously was an Employee shall not receive a grant under this Section 7.1. 
 7.2 Annual Grants. Upon the conclusion of each regular annual meeting of the Company’s stockholders held in the year 2007 or thereafter,
each Non-Employee Member of the Board who will continue serving as a member of the Board thereafter shall receive an NSO covering 4,000 Common Shares. Upon the conclusion of each regular annual meeting of the Company’s stockholders held in the
year 2007 or thereafter, and in addition to the Award for Board service referenced above, each Non-Employee Member of the Board who will serve as a member of the Audit Committee thereafter shall receive an NSO covering 2,500 Common Shares and each
Non-Employee Member of the Board who will continue serving as Chairman of the Audit Committee thereafter shall receive an additional NSO covering 5,000 Common Shares. Notwithstanding the foregoing, none of the NSOs described in this Section 7.2
shall be granted in the calendar year in which the same Non-Employee Member of the Board received an NSO described in Section 7.1. NSOs granted under this Section 7.2 shall become exercisable in full on the first anniversary of the date of
grant. A Non-Employee Member of the Board who previously was an Employee shall be eligible to receive grants under this Section 7.2. 
 7.3 Accelerated Exercisability. All NSOs granted to a Non-Employee Member of the Board under this Article 7 shall also become exercisable in full in the event that the Company is subject to a Change in Control before such
Non-Employee Member of the Board’s Service terminates. Acceleration of exercisability may also be required by Section 12.3. 
 7.4 Exercise Price. The Exercise Price under all NSOs granted to a Non-Employee Member of the Board under this Article 7 shall be equal to 100% of the Fair Market Value of a Common Share on the date of grant, payable in one
of the forms described in Sections 6.1, 6.2 and 6.3. 
 7.5 Term. All NSOs granted to a Non-Employee Member of the Board
under this Article 7 shall terminate on the earliest of (a) the date 10 years after the date of grant or (b) the date twelve months after the termination of such Non-Employee Member of the Board’s Service for any reason, provided
that the Board may set a shorter period for either of the foregoing limitations. 
 7.6 Affiliates of Non-Employee Members of the
Board. The Committee may provide that the NSOs that otherwise would be granted to a Non-Employee Member of the Board under this Article 7 shall instead be granted to an affiliate of such Non-Employee Member of the Board. Such affiliate
shall then be deemed to be a Non-Employee Member of the Board for purposes of the Plan, provided that the Service-related vesting and termination provisions pertaining to the NSOs shall be applied with regard to the Service of the Non-Employee
Member of the Board. 
 ARTICLE 8. STOCK APPRECIATION RIGHTS. 
 8.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted
in consideration of a reduction in the Optionee’s other compensation. 
 8.2 Number of Shares. Each SAR Agreement shall
specify the number of Common Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12. SARs granted to an Optionee in a single fiscal year shall in no event pertain to more than 250,000
Common Shares, except that SARs granted to a new Employee in the fiscal year of the Company in which his or her Service commences may pertain to a maximum of 500,000 Common Shares. The limitations set forth in the preceding sentence shall be subject
to adjustment in accordance with Article 12. 
  

 4 








 8.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no
event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to SARs granted pursuant to an assumption of, or substitution for, another SAR in a manner that would satisfy the
requirements of section 424(a) of the Code if such section were applicable. 
 8.4 Exercisability and Term. Each SAR
Agreement shall specify the date all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s
death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. SARs may be awarded in combination with Options, and such an Award may
provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in Control. 
 8.5 Exercise of SARs. Upon exercise of a SAR,
the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Committee shall determine. The
amount of cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds
the Exercise Price. If, on the date a SAR expires, the Exercise Price is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as
of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date. 
 8.6 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR. 
 ARTICLE 9. RESTRICTED SHARES. 
 9.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered
into under the Plan need not be identical. 
 9.2 Payment for Awards. Restricted Shares may be sold or awarded under the Plan for
such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, property, past services and future services. Within the limitations of the Plan, the Committee may accept the cancellation of outstanding
options in return for the grant of Restricted Shares. 
 9.3 Vesting Conditions. Each Award of Restricted Shares shall be subject
to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. In no event shall vesting be at a rate faster than (a) one (1) year following the date of grant
if vesting is subject to achievement of performance goals, and (b) three (3) years following the date of grant if vesting is not subject to achievement of performance goals; provided, however, that an Award may vest in annual installments
in the event it vests over multiple years. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a specified period of one or more fiscal years (the
“Performance Period”) equal or exceed a target determined in advance by the Committee. The Committee shall determine such performance. Such target shall be based on one or more of the criteria set forth in 

  

 5 








 
Appendix A. The Committee shall identify such target not later than the 90th day of the Performance Period. In no event shall more than 125,000 Restricted Shares that are subject to performance-based vesting conditions be granted to any Participant in a single fiscal year of the Company,
except that up to 250,000 Restricted Shares subject to performance-based vesting conditions may be granted to a new Employee in the fiscal year of the Company in which his or her Service commences. The limitations set forth in the preceding sentence
shall be subject to adjustment in accordance with Article 12. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. 
 9.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights
as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest or (b) be invested in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 
 ARTICLE 10. STOCK UNITS. 
 10.1 Stock Unit Agreement. Each grant of Stock Units under the
Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation. 
 10.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the
Award recipients. 
 10.3 Vesting Conditions. Each Award of Stock Units
shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement, provided that in no event shall vesting be at a rate faster than one (1) year following the
date of grant if vesting is subject to achievement of performance goals and vesting shall be over a period of at least three (3) years from the date of grant if not subject to achievement of performance goals; provided, however, that an Award
may vest in annual installments in the event it vests over multiple years. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a specified period of one or more
fiscal years equal or exceed a target determined in advance by the Committee. The Committee shall determine such performance. Such target shall be based on one or more of the criteria set forth in Appendix A. The Committee shall identify such
target not later than the 90th day of such period. In no event shall more than 125,000 Stock Units that are subject to performance-based vesting conditions
be granted to any Participant in a single fiscal year of the Company, except that up to 250,000 Stock Units subject to performance-based vesting conditions may be granted to a new Employee in the fiscal year of the Company in which his or her
Service commences. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability
or retirement or other events. In addition, acceleration of vesting may be required under Section 12.3. 
 10.4 Voting and
Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents if
provided in the agreement. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents that are not paid shall be subject to the same conditions and restrictions
as the Stock Units to which they attach. 
 10.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may
be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Committee. The 

  

 6 








 
actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined
performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in
installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 12. 
 10.6 Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the
recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed
by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after
the recipient’s death shall be distributed to the recipient’s estate. 
 10.7 Creditors’ Rights. A holder of Stock
Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 
 ARTICLE 11. CHANGE IN CONTROL. 
 11.1 Effect of Change in Control. In the event of any Change in Control, each outstanding Award shall automatically accelerate so that each such Award shall, immediately prior to the effective date of the Change in
Control, become fully exercisable for all of the Common Shares at the time subject to such Award and may be exercised for any or all of those shares as fully-vested Common Shares. However, an outstanding Award shall not so accelerate if and
to the extent such Award is, in connection with the Change in Control, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable Award for shares of the capital stock of the successor corporation (or
parent thereof). The determination of Award comparability shall be made by the Committee, and its determination shall be final, binding and conclusive. 
 11.2 Involuntary Termination. In addition, in the event that the Award is assumed by the successor corporation (or parent thereof) and the Participant experiences an Involuntary Termination within eighteen
months following a Change in Control, each outstanding Award shall automatically accelerate so that each such Award shall, immediately prior to the effective date of the Involuntary Termination, become fully exercisable for all of the Common Shares
at the time subject to such Award and may be exercised for any or all of those shares as fully-vested Common Shares. 
 ARTICLE 12.
PROTECTION AGAINST DILUTION. 
 12.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a
declaration of a dividend payable in Common Shares or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, corresponding adjustments shall automatically be made in
each of the following: 
 (a) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under
Article 3; 
 (b) The limitations set forth in Sections 5.2, 7.1, 7.2, 8.2, 9.3 and 10.3; 
 (c) The number of Common Shares covered by each outstanding Option and SAR; 
 (d) The Exercise Price under each outstanding Option and SAR; and 
  

 7 








 (e) The number of Stock Units included in any prior Award that has not yet been settled.

 In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material
effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this
Article 12, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class. 
 12.2 Dissolution or
Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 
 12.3 Reorganizations. In the event that the Company is a party to a merger or consolidation, all outstanding Awards shall be subject to the
agreement of merger or consolidation. Such agreement shall provide for one or more of the following: 
 (a) The continuation
of such outstanding Awards by the Company (if the Company is the surviving corporation). 
 (b) The assumption of such
outstanding Awards by the surviving corporation or its parent, provided that the assumption of Options or SARs shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 
 (c) The substitution by the surviving corporation or its parent of new awards for such outstanding Awards, provided that the substitution
of Options or SARs shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 
 (d) Full
exercisability of outstanding Options and SARs and full vesting of the Common Shares subject to such Options and SARs, followed by the cancellation of such Options and SARs. The full exercisability of such Options and SARs and full vesting of such
Common Shares may be contingent on the closing of such merger or consolidation. The Optionees shall be able to exercise such Options and SARs during a period of not less than five full business days preceding the closing date of such merger or
consolidation, unless (i) a shorter period is required to permit a timely closing of such merger or consolidation and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any
exercise of such Options and SARs during such period may be contingent on the closing of such merger or consolidation. 
 (e)
The cancellation of outstanding Options and SARs and a payment to the Optionees equal to the excess of (i) the Fair Market Value of the Common Shares subject to such Options and SARs (whether or not such Options and SARs are then exercisable or
such Common Shares are then vested) as of the closing date of such merger or consolidation over (ii) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its
parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Options and SARs would have become exercisable or such Common Shares would have vested. Such
payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options and SARs would have become exercisable or
such Common Shares would have vested. If the Exercise Price of the Common Shares subject to such Options and SARs exceeds the Fair Market Value of such Common Shares, then such Options and SARs may be cancelled without making a payment to the
Optionees. For purposes of this Subsection (e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. 
 (f) The cancellation of outstanding Stock Units and a payment to the Participants equal to the Fair Market Value of the Common Shares
subject to such Stock Units (whether or not such Stock Units are then 

  

 8 








 
vested) as of the closing date of such merger or consolidation. Such payment shall be made in the form of cash, cash equivalents, or securities of the
surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Stock Units would have vested. Such payment may be subject to
vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Stock Units would have vested. For purposes of this Subsection (f),
the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. 
 ARTICLE 13. LIMITATION ON RIGHTS. 
 13.1 Retention Rights. Neither the Plan nor any Award granted under the Plan
shall be deemed to give any individual a right to remain an Employee, Non-Employee Member of the Board or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Employee, Non-Employee
Member of the Board or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any). 
 13.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with
respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or the acquisition of such Common Shares is entered upon the records of the duly authorized transfer agent of the
Company or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to such time, except as expressly provided in the Plan. 
 13.3 Regulatory Requirements. Any other
provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company
reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing. 
 ARTICLE 14. WITHHOLDING TAXES. 
 14.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such
obligations are satisfied. 
 14.2 Share Withholding. To the extent that applicable law subjects a Participant to tax
withholding obligations, the Committee may permit, and in its discretion may require, such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to
him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date they are withheld or surrendered. This Section 14.2 shall apply
only to the minimum extent required by applicable tax laws. 
 ARTICLE 15. LIMITATION ON PAYMENTS. 
 15.1 Scope of Limitation. This Article 15 shall apply to an Award only if the independent auditors selected for this purpose by the Committee
(the “Auditors”) determine that the after-tax value of such Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable to the Participant (including
the excise tax under section 4999 of the Code), will be greater after the application of this Article 15 than it was before the application of this Article 15. If this Article 15 applies to an Award, it shall supersede any contrary provision of
the Plan or of any Award granted under the Plan. 
  

 9 








 15.2 Basic Rule. In the event that the Auditors determine that any payment or transfer
by the Company under the Plan to or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” in
section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Article 15, the “Reduced Amount” shall be the amount, expressed as a present
value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of section 280G of the Code. 
 15.3 Reduction of Payments. If the Auditors determine that any Payment would be nondeductible by the Company because of
section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion,
which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within
10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate
present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Article 15, present value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 15 shall be binding upon the Company and the Participant and shall be made within 60 days of the date a Payment becomes payable or transferable. As promptly as practicable following such
determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the
Participant in the future such amounts as become due to him or her under the Plan. 
 15.4 Overpayments and
Underpayments. As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors hereunder, it is possible that Payments will have been made by the Company which
should not have been made (an “Overpayment”) or that additional Payments which will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount
hereunder. In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant that the Auditors believe has a high probability of success, determine that an Overpayment has
been made, such Overpayment shall be treated for all purposes as a loan to the Participant that he or she shall repay to the Company, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code; provided,
however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under section 4999 of the Code. In the event that the Auditors determine
that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant, together with interest at the applicable federal rate provided in section 7872(f)(2) of the
Code. 
 15.5 Related Corporations. For purposes of this Article 15, the term “Company” shall include affiliated
corporations to the extent determined by the Auditors in accordance with section 280G(d)(5) of the Code. 
 ARTICLE 16. FUTURE OF THE
PLAN. 
 16.1 Term of the Plan. The Plan, as set forth herein, shall
become effective on the date approved by the Company’s stockholders at the Annual Meeting in 2007. The Plan shall remain in effect until the earlier of (a) the date the Plan is terminated under Section 16.2 or (b) the 10th anniversary of the date the Board adopted the Plan. 
  

 10 








 The Plan shall serve as the successor to the Predecessor Plans, and no further option grants shall be made under the
Predecessor Plans after the Effective Date. All options outstanding under the Predecessor Plans as of such date shall, immediately upon effectiveness of the Plan, be deemed incorporated into the Plan but shall remain outstanding in accordance with
their terms. Each outstanding option under the Predecessor Plans shall continue to be governed solely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or
obligations of the holders of such options with respect to their acquisition of Common Shares. 
 16.2 Amendment or
Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect
any Award previously granted under the Plan. 
 16.3 Stockholder Approval. An amendment of the Plan shall be subject to the
approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. 
 ARTICLE 17.
DEFINITIONS. 
 17.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries
own not less than 50% of such entity. 
 17.2 “Award” means any award of an Option, a SAR, a Restricted Share or a Stock
Unit under the Plan. 
 17.3 “Board” means the Company’s Board of Directors, as constituted from time to time.

 17.4 “Cause” means : 
 (a) An unauthorized use or disclosure by the Participant of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; 
 (b) A material breach by the Participant of any agreement between the Participant and the Company; 
 (c) A material failure by the Participant to comply with the Company’s written policies or rules; 
 (d) The Participant’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the
United States or any State thereof; 
 (e) The Participant’s gross misconduct, including (without limitation) fraud,
embezzlement or dishonesty; 
 (f) A continuing failure by the Participant to perform assigned duties after receiving written
notification of such failure from the Board; or 
 (g) A failure by the Participant to cooperate in good faith with a
governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Participant’s cooperation. 
 17.5 “Change in Control” means: 
 (a) The consummation of a merger or
consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such
merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or
surviving entity; 
 (b) The sale, transfer or other disposition of all or substantially all of the Company’s assets;

  

 11 








 (c) A change in the composition of the Board, as a result of which fewer than 50% of the
incumbent directors are directors who either: 
 (i) Had been directors of the Company on the date 24 months prior to the date
of such change in the composition of the Board (the “Original Directors”); or 
 (ii) Were appointed to the Board,
or nominated for election to the Board, with the affirmative votes of at least a majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose
appointment or nomination was previously approved in a manner consistent with this Paragraph (ii); or 
 (d) Any
transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power
represented by the Company’s then outstanding voting securities. For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall
exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the common stock of the Company. 
 A transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 
 17.6 “Code” means the Internal Revenue Code of 1986, as amended. 
 17.7 “Committee” means the Compensation Committee of the Board, as further described in Article 2. 
 17.8 “Common Share” means one share of the common stock of the Company. 
 17.9 “Company” means Blue Coat Systems, Inc., a Delaware corporation. 
 17.10 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate
as an independent contractor. 
 17.11 “Effective Date” shall mean the date the Plan is effective as set forth in
Section 16.1. 
 17.12 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate
who is newly hired as a employee by the Company, or who is rehired following a bona fide period of interruption of employment, including persons who become new employees of the Company, a Parent, a Subsidiary or an Affiliate in connection with a
merger or acquisition. 
 17.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 17.14 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such
Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR. 
 17.15 “Fair Market Value” means the closing price of the Common
Shares as reported on Nasdaq or such other exchange on which the Common Shares are then traded on the applicable date. If Common Shares are no longer traded on a public U.S. securities market, the Fair Market Value shall be determined by the
Committee in good faith on such basis as it deems appropriate. The Committee’s determination shall be conclusive and binding on all persons. 
  

 12 








 17.16 “Involuntary Termination” means the termination of the Participant’s Service
by reason of: 
 (a) The involuntary discharge of the Participant by the Company (or the Parent, Subsidiary or Affiliate
employing him or her) for reasons other than Cause; 
 (b) such individual’s voluntary resignation following (A) a
change in his or her position with the Company which materially reduces his or her level of responsibility, (B) a reduction in his or her level of base salary, or (C) a relocation of such individual’s place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without the individual’s consent; or 
 (c) Any other reason approved by the Committee. 
 17.17 “ISO” means an incentive stock
option described in section 422(b) of the Code. 
 17.18 “Non-Employee Member of the Board” means a member of the Board
who is not an Employee. 
 17.19 “NSO” means a stock option not described in sections 422 or 423 of the Code.

 17.20 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares. 

17.21 “Optionee” means an individual or estate holding an Option or SAR. 
 17.22 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of
the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such date. 
 17.23 “Participant” means an individual
or estate holding an Award. 
 17.24 “Plan” means this Blue Coat Systems, Inc. 2007 Stock Incentive Plan, as amended from
time to time. 
 17.25 “Predecessor Plans” means the Company’s existing 1999 Stock Incentive Plan, 2000 Supplemental
Stock Option Plan, 1999 Director Option Plan, and 2007 New Employee Stock Incentive Plan. 
 17.26 “Restricted Share” means
a Common Share awarded under the Plan. 
 17.27 “Restricted Stock Agreement” means the agreement between the Company and the
recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share. 
 17.28
“SAR” means a stock appreciation right granted under the Plan. 
 17.29 “SAR Agreement” means the agreement
between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR. 
 17.30
“Service” means service as an Employee, Non-Employee Member of the Board or Consultant. 
  

 13 








 17.31 “Stock Option Agreement” means the agreement between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to his or her Option. 
 17.32 “Stock Unit” means a
bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan. 
 17.33 “Stock Unit
Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 
 17.34 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 
  

 14 








 APPENDIX A 
 PERFORMANCE CRITERIA FOR RESTRICTED SHARES AND STOCK UNITS 
 The Committee may establish milestones derived from the following criteria when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the
basis of performance: 
 The performance goals that may be used by the Committee for such awards shall consist of: operating profits (including EBITDA), net
profits, earnings per share, profit returns and margins, gross profit margins, revenues, return on assets, stockholder return and/or value, stock price and working capital. Performance goals may be measured solely on a corporate, subsidiary or
business unit basis, or a combination thereof. Further, performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the
selected performance criteria. Profit, earnings and revenues used for any performance goal measurement shall exclude: asset write-downs; accruals for historic environmental obligations; effect of changes in tax law or rate on deferred tax
liabilities; accruals for Board-approved reorganization and restructuring programs; uninsured catastrophic property losses; the cumulative effect of changes in accounting principles; and any extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial performance appearing in the Company’s annual report to stockholders for the applicable year. 
  

 15