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Exhibit
10.42
RIVERBED TECHNOLOGY,
INC.
2006 EQUITY INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
You have been granted the
following option to purchase shares of the Common Stock of Riverbed
Technology, Inc. (the “Company”):
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| Name
of Optionee: |
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«Name» |
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| Total
Number of Shares: |
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«TotalShares» |
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| Type
of Option: |
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«ISO» Incentive Stock Option |
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«NSO» Nonstatutory Stock Option |
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| Exercise Price Per Share: |
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$«PricePerShare» |
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| Date
of Grant: |
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«DateGrant» |
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| Vesting Commencement Date: |
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«VestDay» |
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| Vesting Schedule: |
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This
option becomes exercisable with respect to the first 25% of the
Shares subject to this option when you complete 12 months of
continuous Service from the Vesting Commencement Date. Thereafter,
this option becomes exercisable with respect to an additional
1/48 th of the Shares subject to this option when you
complete each month of Service. |
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| Expiration Date: |
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«ExpDate». This option expires earlier if your
Service terminates earlier, as described in the Stock Option
Agreement. |
You and the Company agree that this
option is granted under and governed by the terms and conditions of
the 2006 Equity Incentive Plan (the “Plan”) and of the
Stock Option Agreement, which is attached to and made a part of
this document.
You further agree that the Company may
deliver by email all documents relating to the Plan or this option
(including, without limitation, prospectuses required by the
Securities and Exchange Commission) and all other documents that
the Company is required to deliver to its security holders
(including, without limitation, annual reports and proxy
statements). You also agree that the Company may deliver these
documents by posting them on a web site maintained by the Company
or by a third party under contract with the Company. If the Company
posts these documents on a web site, it will notify you by
email.
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| O PTIONEE : |
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R IVERBED T ECHNOLOGY , I
NC . |
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By: |
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Title: |
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R IVERBED T
ECHNOLOGY , I NC . 2006 E
QUITY I NCENTIVE P
LAN
S TOCK O
PTION A GREEMENT
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Tax Treatment
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This
option is intended to be an incentive stock option under
Section 422 of the Internal Revenue Code or a nonstatutory
stock option, as provided in the Notice of Stock Option
Grant. |
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| Vesting |
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This option becomes exercisable in
installments, as shown in the Notice of Stock Option
Grant.
This option will become exercisable in
full if not assumed or a new option substituted, as provided in
Section 10.1 of the Plan, or if Section 11.3(d) of the
Plan applies. In addition, this option will become exercisable in
full if the Company is subject to a Change in Control before your
Service terminates and you are subject to an Involuntary
Termination within 12 months after that Change in
Control.
This option will in no event become
exercisable for additional shares after your Service has terminated
for any reason.
For purposes of this Agreement,
“Cause” means (a) your unauthorized use or
disclosure of the Company’s confidential information or trade
secrets, (b) your material failure to comply with the
Company’s written policies or rules, (c) your conviction
of, or plea of “guilty” or “no contest” to,
a felony under the laws of the United States or any State thereof
or (d) your gross misconduct.
For purposes of this Agreement,
“Involuntary Termination” means the termination of your
Service by reason of (a) your involuntary discharge by the
Company (or the Parent, Subsidiary or Affiliate employing you) for
reasons other than Cause or (b) your voluntary resignation
following (i) a change in your position that materially
reduces your level of responsibility or the nature of your
functions, (ii) a reduction in your compensation or
(iii) receipt of notice that your principal workplace will be
relocated more than 50 miles.
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| Term |
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This
option expires in any event at the close of business at Company
headquarters on the day before the seventh anniversary of the Date
of Grant, as shown in the Notice of Stock Option Grant.
(It |
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