1999 S TOCK INCENTIVE PLAN

Grant of Option

You have been granted an option to purchase up to the number of Common Shares of Blue Coat Systems, Inc. (the “Company”) specified in the Notice of Stock Option Grant (“Option Shares”), effective on the Date of Grant set forth in such Notice of Stock Option Grant. Terms not defined in this Stock Option Agreement shall have the meaning set forth in the Packeteer, Inc. 1999 Stock Incentive Plan, Amended and Restated as of December 12, 2007 (the “Plan”) incorporated herein by reference.

Tax Treatment

This option is intended to be a nonstatutory option (or NSO), as provided in the Notice of Stock Option Grant. You are responsible for any taxes owed by you in connection with this option.

Vesting

This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. No additional shares become exercisable after your service as an Employee or consultant of the Company or a parent, subsidiary or affiliate of the Company (“Service”) has terminated for any reason.

Term

This option expires in any event on the 10 ^th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described below.) If the expiration date of your option is not a business day and you wish to exercise your option by the expiration date, it is your responsibility to ensure that you have validly exercised your option prior to the expiration date. This option may also be subject to earlier termination upon a Corporate Transaction or other corporate events, as described in the Plan.

Regular Termination

If your Service terminates for any reason except death, Permanent Disability or Misconduct, then this option will expire on the date 3 months after your termination date. The Company determines when your Service terminates for this purpose.

Permanent Disability

If your Service terminates because of your Permanent Disability, as defined in the Plan, then this option will expire on the date 12 months after your termination date. The Company determines when your Service terminates for this purpose.

Death

If you die while in Service, the option will expire on the date 12 months after the date of death.

Misconduct

If your Service terminates for Misconduct, then this option will terminate immediately and cease to be outstanding.

Corporate Transactions

In the event of a Corporate Transaction, then the vesting of this option will not automatically accelerate unless this option is, in connection with the Corporate Transaction, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable option for shares of the capital stock of the successor corporation (or its parent). The determination of option comparability will be made by the Primary Committee, and its determination will be final, binding and conclusive.

Involuntary Termination After a Corporate Transaction

If in connection with a Corporate Transaction the option is assumed by the successor corporation (or its parent) and you experience an Involuntary Termination within eighteen months following such Corporate Transaction, the vesting of this option will automatically accelerate so that this option will, immediately before the effective date of the Involuntary Termination, become fully exercisable for all of the Common Shares at the time subject to this option and may be exercised for any or all of those shares as fully-vested Common Shares.

Involuntary Termination shall have the meaning set forth in the Plan.