Riverbed Technology (RVBD)

Acceleration

The named executive officers are entitled to the following equity acceleration upon the occurrence of certain events:

Each option granted to Mr. Kennelly in 2005 and 2006 will vest with respect to 25% of the shares subject to his options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Mr. Kennelly in 2007 and 2008, and each RSU granted to Mr. Kennelly in 2008, will vest with respect to 100% of the shares subject to his options or RSU grant if

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there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each RSU granted to Mr. Kennelly in 2009 under the LTIP will vest with respect to 100% of the shares subject to the RSU grants if there is a change in control and his employment is involuntarily terminated prior to the date he is otherwise fully vested with respect to each such grant.

Each option granted to Mr. Gottfried prior to 2007 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Mr. Gottfried in 2007 and 2008, and each RSU granted to Mr. Gottfried in 2008, will vest with respect to 100% of the shares subject to his options or RSU grant if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each RSU granted to Mr. Gottfried in 2009 under the LTIP will vest with respect to 100% of the shares subject to the RSU grants if there is a change in control and his employment is involuntarily terminated prior to the date he is otherwise fully vested with respect to each such grant.

Each option granted to Dr. McCanne in 2005 and 2006 will vest with respect to 25% of the shares subject to his options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Dr. McCanne in 2007 and 2008, and each RSU granted to Dr. McCanne in 2008, will vest with respect to 100% of the shares subject to his options or RSU grant if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each RSU granted to Dr. McCanne in 2009 under the LTIP will vest with respect to 100% of the shares subject to the RSU grants if there is a change in control and his employment is involuntarily terminated prior to the date he is otherwise fully vested with respect to each such grant.

Each option granted to Mr. Wolford prior to 2007 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Mr. Wolford in 2007 and 2008, and each RSU granted to Mr. Wolford in 2008, will vest with respect to 100% of the shares subject to his options or RSU grant if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each RSU granted to Mr. Wolford in 2009 under the LTIP will vest with respect to 100% of the shares subject to the RSU grants if there is a change in control and his employment is involuntarily terminated prior to the date he is otherwise fully vested with respect to each such grant.

Each option granted to Mr. Peranich in 2006 will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

A change in control includes:

Each option granted to Mr. Peranich in 2007 and 2008, and each RSU granted to Mr. Peranich in 2008, will vest with respect to 100% of the shares subject to his options or RSU grant if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each RSU granted to Mr. Peranich in 2009 under the LTIP will vest with respect to 100% of the shares subject to the RSU grants if there is a change in control and his employment is involuntarily terminated prior to the date he is otherwise fully vested with respect to each such grant.

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Acceleration

The named executive officers are entitled to the following option acceleration upon the occurrence of certain events:

Each option granted to Mr. Kennelly in 2005 and 2006 will vest with respect to 25% of the shares subject to his options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Mr. Kennelly in 2007 will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Gottfried prior to 2007 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. The option granted to Mr. Gottfried in 2007 will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Dr. McCanne in 2005 and 2006 will vest with respect to 25% of the shares subject to his options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. Each option granted to Dr. McCanne in 2007 will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Wolford prior to 2007 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control. The option granted to Mr. Wolford in 2007 will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Peranich will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

A change in control includes:

Acceleration

The named executive officers are entitled to the following option acceleration upon the occurrence of certain events:

Each option granted to Mr. Kennelly and Dr. McCanne in 2005 and 2006 will vest with respect to 25% of the shares subject to their options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and such employee’s employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Gottfried will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

The options granted to Mr. Wolford in 2003, 2004, 2005 and 2006 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Peranich will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

A change in control includes:

Acceleration

The named executive officers are entitled to the following option acceleration upon the occurrence of certain events:

Each option granted to Messrs. Kennelly and McCanne in 2005 and 2006 will vest with respect to 25% of the shares subject to their options if we are subject to a change in control and will vest in an additional 50% if there is a change in control and such employees’ employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Gottfried will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

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The options granted to Mr. Wolford in 2003, 2004, 2005 and 2006 will vest with respect to 50% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

Each option granted to Mr. Peranich will vest with respect to 100% of the shares subject to his options if there is a change in control and his employment is involuntarily terminated within 12 months after the change in control.

A change in control includes: