Riverbed Technology (RVBD)

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

3.1 Selection of Participants. The Committee, in its sole discretion, shall select each Section 16 Officer who shall be a Participant for any Performance Period, including an individual (by name or position) who is expected to become a Section 16 Officer during a Performance Period. The Chief Executive Officer, in his or her sole discretion, shall select each other Employee who shall be a Participant for any Performance Period, including an individual (by name or position) who is expected to become an Employee during a Performance Period. Participation in the Plan may be determined on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

3.2 Determination of Performance Goals. The Committee, in its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing.

3.3 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Section 16 Officer, and the Chief Executive Officer, in his or her sole discretion, shall establish a Target Award for each other Participant. Each Target Award shall be set forth in writing.

3.4 Determination of Payout Formula or Formulae. The Committee, in its sole discretion, shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level, and (d) provide for the payment of an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals.

3.5 Determination of Actual Awards. After each Performance Period or Progress Period, as applicable, the Actual Award or Progress Payment, as applicable, shall be determined for each Participant based on (i) the Payout Formula for that period, (ii) the Participant’s Target

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Award for that period and (iii) the extent to which the Performance Goals for that Participant were achieved or exceeded. Notwithstanding any other provision of this Plan, the Committee, in the case of a Section 16 Officer, and the Chief Executive Officer, in the case of other Employees, may at its or such individual’s sole discretion, (a) determine the extent to which a Participant’s Performance Goals were achieved or exceeded, (b) increase, eliminate or reduce the Actual Award that otherwise would be payable under the Payout Formula, or (c) determine whether or not any Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid pursuant to Section 4.2 below.