Exhibit 10.28
Riverbed Technology,
Inc.
501 Second Street
Suite 410
San Francisco, Ca 94107
January 21, 2004
Mr. Randy Gottfried
Dear Randy,
I have enjoyed our conversations and
I strongly believe that you would make an important contribution to
the success and growth of Riverbed Technology, Inc (the
“Company”). With that in mind, I am pleased to offer
you the position of Vice President of Finance and Chief Financial
Officer, reporting directly to me. Your starting annual salary will
be $170,000, payable semi-monthly. You will be eligible to
participate in the Company bonus plan when and if it is established
after we achieve FCS revenue. Your expected starting date would be
as mutually agreed, currently contemplated as February 9th.
You will be eligible for all the benefits the Company normally
provides to its full time employees.
Subject to the approval of the
Company’s Board of Directors, you will be granted an option
to purchase 500,000 shares of the Company’s Common Stock. The
exercise price per share will be equal to the fair market value per
share on the date the option is granted or on your first day of
employment, whichever is later. The option will be subject to the
terms and conditions applicable to options granted under the
Company’s 2002 Stock Plan (the “Plan”), as
described in the Plan and the applicable Stock Option Agreement.
The option will be immediately exercisable, but the unvested
portion of the purchased shares will be subject to repurchase by
the Company at the exercise price in the event that your service
terminates for any reason before you vest in the shares. You will
vest in 25% of the option shares after 12 months of continuous
service, and the balance will vest in equal monthly installments
over the next 36 months of continuous service, as described in the
applicable Stock Option Agreement. If the Company is subject to a
change of control and y
