Riverbed Technology (RVBD)

Post-Termination Protection

We have not entered into employment agreements with our executive officers. We issued offer letters to Messrs. Gottfried, Peranich and Wolford when they were recruited for their current positions. Each offer letter provides for accelerated vesting of equity in the event that we are subject to a change in control and the executive officer’s employment terminates for specified reasons. These terms were negotiated at arms length at the time we recruited and hired each executive officer and we consider the change of control protection that was granted to these executive officers to be on market terms. In addition, all equity grants made to our executive officers and employees under the 2006 Equity Incentive Plan provide for 100% acceleration in the event that we are subject to a change in control and the executive officer’s or employee’s employment terminates for specified reasons. This protection is built into the 2006 Equity Incentive Plan and applies to all equity grants made thereunder. The LTIP also provides for 100% acceleration of grants made thereunder in the event that we are subject to a change in control and the LTIP participant’s employment terminates for specified reasons.

In May 2008 we entered into change in control severance agreements with Messrs. Gottfried and Kennelly. The Compensation Committee recognizes that the possibility of an acquisition by another company or other change in control can be a distraction and can cause the consideration of alternative employment opportunities. The Compensation Committee believes that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Messrs. Gottfried and Kennelly, notwithstanding the possibility, threat or occurrence of a change in control. The agreements provide that in the event that we are subject to a change in control and the employment of Mr. Gottfried or Mr. Kennelly terminates for specified reasons on or within 12 months after the change in control, then (i) in the case of Mr. Gottfried, he would receive severance equal to 100% of his deemed effective annual base salary and 100% of his full target bonus for the fiscal year in effect at the date of the termination of his employment relationship, as well as continuation of certain employee benefits; and (ii) in the case of Mr. Kennelly, he would receive severance equal to 200% of his deemed effective annual base salary and 200% of his full target bonus for the fiscal year in effect at the date of the termination of his employment relationship, as well as continuation of certain employee benefits.

Post-Termination Protection

We have not entered into employment agreements or change of control severance agreements with our executive officers. We issued offer letters to Messrs. Gottfried, Peranich and Wolford when they were recruited for their current positions. Each offer letter provides for accelerated vesting of equity in the event that we are subject to a change in control and the executive officer’s employment terminates for specified reasons. These terms were negotiated at arms length at the time we recruited and hired each executive officer and we consider the change of control protection that was granted to these executive officers to be on market terms. In addition, all equity grants made to our executive officers and employees under the 2006 Equity Incentive Plan provide for 100% acceleration in the event that we are subject to a change in control and the executive officer’s or employee’s employment terminates for specified reasons. This protection is built into the 2006 Equity Incentive Plan and applies to all equity grants made thereunder.

Post-Termination Protection

We have not entered into employment agreements with our executive officers. We issued offer letters to Messrs. Gottfried, Peranich and Wolford when they were recruited for their current positions. Each offer letter provides for accelerated vesting of equity in the event that we are subject to a change in control and the executive officer’s employment terminates for specified reasons. Mr. Peranich’s offer letter also provides for severance benefits in the event of his termination without cause. See “Employment Agreements” below for a summary of the offer letters. The terms of each offer letter reflect arm’s length negotiations between us and the executive officer that occurred when the executive officer was recruited.

Post-Termination Protection

We have not entered into employment agreements with our executive officers. We issued offer letters to Messrs. Gottfried, Peranich and Wolford when they were recruited for their current positions. Each offer letter provides for accelerated vesting of equity in the event that we are subject to a change in control and the executive officer’s employment terminates for specified reasons. Mr. Peranich’s offer letter also provides for severance benefits in the event of his termination without cause. See “Employment Agreements” below for a summary of the offer letters. The terms of each offer letter reflect arm’s length negotiations between us and the executive officer that occurred when the executive officer was recruited.

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