BLUE COAT SYSTEMS , I NC. PACKETEER, INC. 1999 S TOCK INCENTIVE PLAN

Grant

On the terms and conditions set forth in the Notice of Restricted Stock Award and this Restricted Stock Agreement (“Agreement”), the Company hereby grants to you the number of Shares set forth in the Notice of Restricted Stock Award. Terms not defined in this Agreement shall have the meaning set forth in the Packeteer 1999 Stock Incentive Plan, as amended and restated on December 12, 2007, incorporated herein by reference.

Payment for Shares

No payment is required for the Shares that you are receiving, except for satisfying any withholding taxes that may be due as a result of the grant of this award, the vesting of the Shares or the transfer of the Shares.

Vesting

The Shares will vest and become non-forfeitable, as shown in the Notice of Restricted Stock Award. No additional Shares vest 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.

Corporate Transaction

In the event of a Corporate Transaction, then the vesting of the Shares will not automatically accelerate unless this award 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 award for shares of the capital stock of the successor corporation (or its parent). The determination of award 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 award 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 the Shares will automatically accelerate so that this award will, immediately before the effective date of the Involuntary Termination, become fully vested for all of the Shares at the time subject to this award.

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

Forfeiture

If your Service terminates for any reason, then this award will automatically terminate (and the Shares shall be forfeited) with respect to any Shares that (a) have not vested before your termination date and (b) do not vest as a result of the termination. You will receive no payment for any Shares that are forfeited under this Agreement. The Company determines when your Service terminates for this purpose.