Riverbed Technology (RVBD)

ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed 1,500,000 Common Shares. The number of Common Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Common Shares that then remain available for issuance under the Plan. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 11.

3.2 Shares Returned to Reserve. If Options, SARs or RSUs under this Plan are forfeited or terminate for any other reason before being exercised or settled, then the Common Shares subject to such Options, SARs or RSUs shall again become available for issuance under this Plan. If Restricted Shares or Common Shares issued upon the exercise of Options under this Plan are reacquired by the Company pursuant to a forfeiture provision or for any other reason, then such Common Shares shall again become available for issuance under this Plan. If SARs are exercised, then only the number of Common Shares (if any) actually issued in settlement of such SARs shall reduce the number available under Section 3.1 and the balance shall again become available for issuance under the Plan. If RSUs are settled, then only the number of Common Shares (if any) actually issued in settlement of such RSUs shall reduce the number available under Section 3.1 and the balance shall again become available for issuance under the Plan.