Riverbed Technology (RVBD)

Compensation of Directors

This section provides information regarding the compensation policies for non-employee directors and amounts paid and securities awarded to these directors in fiscal 2008.

We have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings. In addition, during 2008, cash compensation earned by non-employee directors for their services as members of the Board of Directors or any committee of the Board of Directors was as follows:

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Our 2006 Director Option Plan provides for automatic grants of options to non-employee directors. A non-employee director is entitled to an initial stock option award to purchase 60,000 shares of our common stock upon such director’s election to the Board of Directors, plus an additional option to purchase 10,000 shares of our common stock if serving on the Audit Committee and an additional option to purchase 10,000 shares of our common stock if serving as chairman of the Audit Committee. Each initial option will become exercisable for the shares in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service. No member of our Board of Directors received initial stock option awards under the 2006 Director Option Plan in 2008.

Each year thereafter, each non-employee director will receive an annual stock option award to purchase 20,000 shares of our common stock on the date of our annual stockholders meeting, plus an additional option to purchase 8,000 shares of our common stock if serving on the Audit Committee and an additional option to purchase 4,000 shares of our common stock if serving as chairman of the Audit Committee, each of which will vest in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service. Annual grants are not made in the same year as the initial grants. Each member of our Board of Directors received an annual stock option award in 2008. All such options were and will be granted at the fair market value on the date of the award.

Compensation of Directors

This section provides information regarding the compensation policies for non-employee directors and amounts paid and securities awarded to these directors in fiscal 2007.

We have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings. In addition, during 2007, cash compensation earned by non-employee directors for their services as members of the Board of Directors or any committee of the Board of Directors was as follows:

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The cash compensation amounts above were pro-rated as follows: each director other than Mr. Floyd received payment for service beginning November 6, 2007, the date of the 2007 Annual Meeting of Stockholders, and Mr. Floyd received payment for service beginning August 14, 2007, the date of his election to the Board of Directors, through December 31, 2007.

Our 2006 Director Option Plan provides for automatic grants of options to non-employee directors. A non-employee director is entitled to an initial stock option award to purchase 60,000 shares of our common stock upon such director’s election to the Board of Directors, plus an additional option to purchase 10,000 shares of our common stock if serving on the Audit Committee and an additional option to purchase 10,000 shares of our common stock if serving as chairman of the Audit Committee. Accordingly, Mr. Floyd (who is a member of the Audit Committee) received an option to purchase 70,000 shares of our common stock on August 14, 2007, the date of his election to the Board of Directors. No other member of our Board of Directors received initial stock option awards under the 2006 Director Option Plan in 2007. Each initial option will become exercisable for the shares in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service.

Each year thereafter, each non-employee director will receive an annual stock option award to purchase 20,000 shares of our common stock on the date of our annual stockholders meeting, plus an additional option to purchase 8,000 shares of our common stock if serving on the Audit Committee and an additional option to purchase 4,000 shares of our common stock if serving as chairman of the Audit Committee, each of which will vest in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service. Annual grants are not made in the same year as the initial grants. Accordingly, each director other than Mr. Floyd received an annual stock option award in 2007. All such options were and will be granted at the fair market value on the date of the award.

The following table sets forth all of the compensation awarded to, earned by, or paid to our non-employee directors in fiscal year 2007.

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Compensation of Directors

During 2006, our directors did not receive any cash compensation for their services as members of the Board of Directors or any committee of the Board of Directors. However, we have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings. On March 28, 2006, we granted Michael R. Kourey a stock option to purchase 60,000 shares of our common stock in connection with his commencement of service on the Board of Directors. On April 12, 2006, we granted Mr. Kourey an additional stock option to purchase 10,000 shares of our common stock in connection with his appointment to the Audit Committee of the Board of Directors. On September 1, 2006, we also granted Stanley J. Meresman a stock option to purchase 32,000 shares of our common stock. All options vest in 48 equal monthly installments from the grant date and will fully vest if we are acquired while the directors are in our service.

Our 2006 Director Option Plan provides for automatic grants to non-employee directors. A future non-employee director will be entitled to an initial stock option award to purchase 60,000 shares of our

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common stock upon such director’s election to the Board of Directors, plus an additional 10,000 shares if serving on the Audit Committee and an additional 10,000 shares if serving as chairman of the Audit Committee. Accordingly, Mr. Floyd (who is a member of the Audit Committee) received an option to purchase 70,000 shares on August 14, 2007. Each initial option will become exercisable for the shares in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service. Each year thereafter, each non-employee director will receive an annual stock option award to purchase 20,000 shares of our common stock on the date of our annual stockholders meeting, plus an additional 8,000 shares if serving on the Audit Committee and an additional 4,000 shares if serving as chairman of the Audit Committee, each of which will vest in 48 equal monthly installments and will fully vest if we are acquired while the director is in our service. Annual grants are not made in the same year as the initial grants. All such options will be granted at the fair market value on the date of the award.

The following table sets forth all of the compensation awarded to, earned by, or paid to our non-employee directors in fiscal year 2006.

Effective with the year 2007, our non-employee directors are receiving a cash retainer of $30,000 per year, with an additional annual retainer of $5,000 for each committee membership, $5,000 for each committee chairmanship and an additional annual retainer of $5,000 for the lead director.

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