Riverbed Technology, Inc. 2009 Inducement Equity Incentive Plan



 Exhibit 10.16 
 RIVERBED TECHNOLOGY, INC. 

2009 INDUCEMENT EQUITY INCENTIVE PLAN 

UPDATED TO REFLECT THE 2:1 STOCK SPLIT
ON NOVEMBER 8, 2010 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	ARTICLE 1.	  	INTRODUCTION	  	 	1	  
			
	ARTICLE 2.	  	ADMINISTRATION	  	 	1	  
			
	2.1	  	Committee Composition	  	 	1	  
	2.2	  	Committee Responsibilities	  	 	1	  
			
	ARTICLE 3.	  	SHARES AVAILABLE FOR GRANTS	  	 	2	  
			
	3.1	  	Basic Limitation	  	 	2	  
	3.2	  	Shares Returned to Reserve	  	 	2	  
			
	ARTICLE 4.	  	ELIGIBILITY	  	 	2	  
			
	4.1	  	Award 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	  
	5.6	  	Buyout Provisions	  	 	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.	  	STOCK APPRECIATION RIGHTS	  	 	4	  
			
	7.1	  	SAR Agreement	  	 	4	  
	7.2	  	Number of Shares	  	 	4	  
	7.3	  	Exercise Price	  	 	4	  
	7.4	  	Exercisability and Term	  	 	4	  
	7.5	  	Exercise of SARs	  	 	4	  
	7.6	  	Modification of SARs	  	 	4	  
			
	ARTICLE 8.	  	RESTRICTED SHARES	  	 	5	  
			
	8.1	  	Restricted Stock Agreement	  	 	5	  
	8.2	  	Payment for Awards	  	 	5	  
	8.3	  	Vesting Conditions	  	 	5	  
	8.4	  	Voting and Dividend Rights	  	 	5	  


  
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 TABLE OF CONTENTS 

(Continued) 
  

							
	 	  	 	  	Page	 
			
	ARTICLE 9.	  	RESTRICTED STOCK UNITS	  	 	5	  
			
	9.1	  	Restricted Stock Unit Agreement	  	 	5	  
	9.2	  	Payment for Awards	  	 	5	  
	9.3	  	Vesting Conditions	  	 	5	  
	9.4	  	Voting and Dividend Rights	  	 	6	  
	9.5	  	Form and Time of Settlement of Stock Units	  	 	6	  
	9.6	  	Death of Recipient	  	 	6	  
	9.7	  	Creditors’ Rights	  	 	6	  
			
	ARTICLE 10.	  	CHANGE IN CONTROL	  	 	6	  
			
	10.1	  	Effect of Change in Control	  	 	6	  
	10.2	  	Acceleration	  	 	7	  
			
	ARTICLE 11.	  	PROTECTION AGAINST DILUTION	  	 	7	  
			
	11.1	  	Adjustments	  	 	7	  
	11.2	  	Dissolution or Liquidation	  	 	7	  
	11.3	  	Reorganizations	  	 	7	  
			
	ARTICLE 12.	  	LIMITATION ON RIGHTS	  	 	9	  
			
	12.1	  	Transferability of Awards	  	 	9	  
	12.2	  	Retention Rights	  	 	9	  
	12.3	  	Stockholders’ Rights	  	 	9	  
	12.4	  	Regulatory Requirements	  	 	9	  
			
	ARTICLE 13.	  	WITHHOLDING TAXES	  	 	9	  
			
	13.1	  	General	  	 	9	  
	13.2	  	Share Withholding	  	 	10	  
			
	ARTICLE 14.	  	FUTURE OF THE PLAN	  	 	10	  
			
	14.1	  	Term of the Plan	  	 	10	  
	14.2	  	Amendment or Termination	  	 	10	  
			
	ARTICLE 15.	  	DEFINITIONS	  	 	10	  


  
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 RIVERBED TECHNOLOGY, INC. 

2009 INDUCEMENT EQUITY INCENTIVE PLAN 

ARTICLE 1. INTRODUCTION.
 The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose potential contributions are important to promote the long-term success of the Company and the
creation of stockholder value. The Plan seeks to achieve this purpose by providing for Awards in the form of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, or Stock Appreciation Rights. The Plan is intended to comply with
NASDAQ Rule 4350(i)(1)(A)(iv), which governs granting certain equity awards as a material inducement to an individual’s entering into employment with the Company. 
 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 Committee shall administer the Plan. The Committee shall consist exclusively of two or more directors of the Company, 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
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 

(c) Any other requirements imposed by applicable law, regulations or rules. 

2.2 Committee Responsibilities. The Committee shall (a) select the Employees 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. 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. 







 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 3,000,000 Common Shares. 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. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 11. 
 3.2 Shares Returned to Reserve. If Options, SARs or RSUs under this Plan are forfeited or terminate for any other reason before being exercised or settled, then the Common Shares subject to
such Options, SARs or RSUs shall again become available for issuance under this Plan. If Restricted Shares or Common Shares issued upon the exercise of Options under this Plan are reacquired by the Company pursuant to a forfeiture provision or for
any other reason, then such Common Shares shall again become available for issuance under this Plan. If SARs are exercised, then only the number of Common Shares (if any) actually issued in settlement of such SARs shall reduce the number available
under Section 3.1 and the balance shall again become available for issuance under the Plan. If RSUs are settled, then only the number of Common Shares (if any) actually issued in settlement of such RSUs shall reduce the number available under
Section 3.1 and the balance shall again become available for issuance under the Plan. 
 ARTICLE 4.
ELIGIBILITY.
 4.1 Award Grants. Employees shall be eligible for the grant of Options, Restricted Shares, RSUs,
or SARs, so long as the following requirements are met: (a) the Employee was not previously an Employee or Director, or the Employee is returning to the employment of the Company following a bona-fide period of non-employment; and (b) the
grant of an Award under the Plan is a material inducement to the Employee’s decision to enter into the employment of the Company. 
 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. Each Option granted hereunder shall be a NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
 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 11. 
 5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that
the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. 

  
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 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. 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, reprice, 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. 
 5.6 Buyout Provisions. The Committee may at any time
(a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and
conditions as the Committee shall establish. 
 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 an 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. 

  
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 ARTICLE 7. STOCK APPRECIATION RIGHTS.

7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced by an 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.

 7.2 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 11. 
 7.3 Exercise Price. Each SAR
Agreement shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant 

7.4 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. An 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. An SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control. 

7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SAR after his or
her death) shall receive from the Company consideration in the form of (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Committee shall determine. Each SAR Agreement shall specify the amount and/or
Fair Market Value of the consideration that the Optionee will receive upon exercising the SAR; provided that the aggregate consideration shall not exceed the amount by which the Fair Market Value (on the date of exercise) of the Common Shares
subject to the SAR exceeds the Exercise Price of the SAR. If, on the date an SAR expires, the Exercise Price of the SAR is less than the Fair Market Value of the Common Shares subject to the SAR on such date but any portion of the SAR has not been
exercised, then the SAR shall automatically be deemed to be exercised as of such date with respect to such portion. An SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date. 

7.6 Modification of SARs. Within the limitations of the Plan, NASDAQ rules and applicable laws, the Committee may modify
outstanding SARs. The foregoing notwithstanding, no modification of an SAR shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such SAR. 

  
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 ARTICLE 8. RESTRICTED SHARES.

8.1 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. 
 8.2 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, full-recourse promissory notes, past services and future services. If the Participant is an
executive officer of the Company, he or she may pay for Restricted Shares with a promissory note only to the extent permitted by section 13(k) of the Exchange Act. Within the limitations of the Plan, the Committee may accept the cancellation of
outstanding options in return for the grant of Restricted Shares. 
 8.3 Vesting Conditions. Each Award of
Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. 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. A Restricted Stock Agreement may provide for accelerated
vesting in the event of the Participant’s death, disability or retirement or other events. 
 8.4 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 the holders of
Restricted Shares invest any cash dividends received 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 9. RESTRICTED STOCK UNITS.
 9.1 Restricted Stock Unit Agreement. Each grant of RSUs under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such RSUs 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 RSUs entered into under the Plan need not be identical. 

9.2 Payment for Awards. To the extent that an Award is granted in the form of RSUs, no cash consideration shall be required
of the Award recipients. 
 9.3 Vesting Conditions. Each Award of RSUs may or may not be subject to vesting. Vesting
shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. The Committee may include among such conditions the 

  
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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. A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. Acceleration of vesting may be required under Section 11.3. 

9.4 Voting and Dividend Rights. The holders of RSUs shall have no voting rights. Prior to settlement or forfeiture, any RSU
awarded under the Plan may, at the Committee’s discretion when granting the RSU carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share
while the RSU is outstanding. 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. 
 9.5 Form and Time of Settlement of Stock
Units. Settlement of vested RSUs may be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Committee. The actual number of RSUs eligible for settlement may be larger or
smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting RSUs into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series
of trading days. Until an Award of RSUs is settled, the number of such RSUs shall be subject to adjustment pursuant to Article 11. 
 9.6 Death of Recipient. Any RSU Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a RSU
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 RSU Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate.

 9.7 Creditors’ Rights. A holder of RSUs shall have no rights other than those of a general creditor of the
Company. RSUs represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement. 
 ARTICLE 10. CHANGE IN CONTROL 
 10.1 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
shares of Common Stock at the time subject to such Award and may be exercised for any or all of those shares as fully-vested shares of Common Stock. 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 

  
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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. 
 10.2 Acceleration. The Committee shall have the discretion, exercisable either at the time the Award
is granted or at any time while the Award remains outstanding, to provide for the automatic acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the Change in Control, or in
connection with a termination of a Participant’s Service following a Change in Control. 
 ARTICLE 11. PROTECTION
AGAINST DILUTION.
 11.1 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 RSUs available for future Awards under
Article 3; 
 (b) The number of Common Shares covered by each outstanding Option and SAR; 

(c) The Exercise Price under each outstanding Option and SAR; or 

(d) The number of RSUs 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 11, 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. 
 11.2 Dissolution or
Liquidation. To the extent not previously exercised or settled, Options, SARs and RSUs shall terminate immediately prior to the dissolution or liquidation of the Company. 

11.3 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: 

  
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 (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. 
 (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. 

(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 RSUs and a payment to
the Participants equal to the Fair Market Value of the Common Shares subject to such RSUs (whether or not such RSUs are then 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 

  
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be made in installments and may be deferred until the date or dates when such RSUs 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 RSUs 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 12. LIMITATION ON RIGHTS.

12.1 Transferability of Awards. Unless determined otherwise by the Committee, Awards may not be sold, pledged, assigned,
hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Committee makes an Award transferable,
such Award will contain such additional terms and conditions as the Committee deems appropriate; provided, however, that in no event may an Award be transferred to a third party for value. 

12.2 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 or Director. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Employee 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). 
 12.3 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, 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. 
 12.4 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 13. WITHHOLDING TAXES.

13.1 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 

  
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Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied. 

13.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the
Committee may permit 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, in each case having a Fair Market Value equal to the minimum amount required to be withheld. Such Common Shares shall be valued at their Fair Market Value on the date they are withheld or surrendered.

 ARTICLE 14. FUTURE OF THE PLAN.

14.1 Term of the Plan. The Plan, as set forth herein, shall become effective upon its adoption by the
Board. The Plan shall remain in effect until the earlier of (a) the date the Plan is terminated under Section 14.2 or (b) the10th anniversary of the date the Board adopted the Plan. 

14.2 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 that is adverse to a Participant, shall not affect any Award previously granted under the Plan without the Participant’s consent.

 ARTICLE 15. DEFINITIONS.
 15.1 “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. 

15.2 “Award” means any award of an Option, an SAR, a Restricted Share or a RSU under the Plan. 

15.3 “Board” means the Company’s Board of Directors, as constituted from time to time. 

15.4 “Change to 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; 

  
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 (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. 

15.5 “Code” means the Internal Revenue Code of 1986, as amended. 

15.6 “Committee” means a committee of the Board, as described in Article 2. 

15.7 “Common Share” means one share of the common stock of the Company. 

15.8 “Company” means Riverbed Technology, Inc., a Delaware corporation. 

15.9 “Director” means a member of the Board. 

15.10 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. 

15.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

15.12 “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 an SAR, means an amount, as specified in the 

  
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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. 

15.13 “Fair Market Value” means the market price of Common Shares, determined by the Committee in good faith on
such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal. Such determination shall be conclusive and binding on all
persons. 
 15.14 “Nonqualified Stock Option” or “NSO” means a stock option not
described in sections 422 or 423 of the Code. 
 15.15 “Option” means a NSO granted under the Plan and
entitling the holder to purchase Common Shares. 
 15.16 “Optionee” means an individual or estate who
holds an Option or SAR. 
 15.17 “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. 
 15.18 “Participant” means an individual or estate who holds an Award. 
 15.19 “Plan” means this Riverbed Technology, Inc. 2009 Inducement Equity Incentive Plan, as amended from time to time. 

15.20 “Restricted Share” means a Common Share awarded under the Plan. 

15.21 “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. 
 15.22 Restricted Stock
Unit” or “RSU” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

15.23 “Restricted Stock Unit Agreement” means the agreement between the Company and the recipient of a Restricted
Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit. 
 15.24 Stock
Appreciation Right” or “SAR” means an Award, granted alone or in connection with an Option, that is designated as a Stock Appreciation Right. 

  
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 15.25 “SAR Agreement” means the agreement between the Company and an
Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR. 
 15.26
“Service” means service as an Employee. 
 15.27 “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. 
 15.28 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other titan 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. 

  
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