Riverbed Technology (RVBD)

Classified Board

Our restated certificate of incorporation and our amended and restated bylaws provide for a classified board of directors consisting of three classes of directors, each serving a staggered three year term. As a result, only one class of our board of directors is elected each year. Messrs. Modersitzki, Schaepe and Swartz have been designated Class I directors whose terms will expire at the annual meeting of stockholders to be held in 2007. Messrs. Kourey and McCanne have been designated Class II directors whose terms will expire at the annual meeting of stockholders to be held in 2008. Messrs. Kennelly and Meresman have been designated Class III directors whose terms will expire at the annual meeting of stockholders to be held in 2009. Our restated certificate of incorporation and amended and restated bylaws provide that the number of authorized directors may be changed only by resolution of a number of directors that is more than half of the number of directors then authorized (including any vacancies), and that, except as otherwise required by law or by resolution of the board, any vacancies or new directorships on the board may be filled only by vote of the directors and not by stockholders. The classification of the board of directors may have the effect of delaying or preventing changes in control of our company.