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RIVERBED TECHNOLOGY, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN

Stock Purchase Agreement

RIVERBED TECHNOLOGY, INC. 

2006 EMPLOYEE STOCK PURCHASE PLAN | Document Parties: RIVERBED TECHNOLOGY, INC You are currently viewing:
This Stock Purchase Agreement involves

RIVERBED TECHNOLOGY, INC

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Title: RIVERBED TECHNOLOGY, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
Governing Law: Delaware     Date: 7/30/2009
Industry: Computer Services     Sector: Technology

RIVERBED TECHNOLOGY, INC. 

2006 EMPLOYEE STOCK PURCHASE PLAN, Parties: riverbed technology  inc
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Exhibit 10.1

R IVERBED T ECHNOLOGY , I NC .

2006 E MPLOYEE S TOCK P URCHASE P LAN

A DOPTED E FFECTIVE S EPTEMBER  20, 2006

A MENDED AND R ESTATED E FFECTIVE A PRIL  11, 2007

A MENDED AND R ESTATED E FFECTIVE A PRIL  28, 2009


TABLE OF CONTENTS

 

   

  

Page

SECTION 1. PURPOSE OF THE PLAN

  

1

SECTION 2. ADMINISTRATION OF THE PLAN

  

1

(a)    Committee Composition

  

1

(b)    Committee Responsibilities

  

1

SECTION 3. STOCK OFFERED UNDER THE PLAN

  

1

(a)    Authorized Shares

  

1

(b)    Anti-Dilution Adjustments

  

1

(c)    Reorganizations

  

2

SECTION 4. ENROLLMENT AND PARTICIPATION

  

2

(a)    Offering Periods

  

2

(b)    Accumulation Periods

  

2

(c)    Enrollment

  

2

(d)    Duration of Participation

  

2

(e)    Applicable Offering Period

  

3

SECTION 5. EMPLOYEE CONTRIBUTIONS

  

3

(a)    Commencement of Payroll Deductions

  

3

(b)    Amount of Payroll Deductions

  

3

(c)    Changing Withholding Rate

  

3

SECTION 6. WITHDRAWAL FROM THE PLAN

  

4

(a)    Withdrawal

  

4

(b)    Enrollment After Withdrawal

  

4

SECTION 7. CHANGE IN EMPLOYMENT STATUS

  

4

(a)    Termination of Employment

  

4

(b)    Leave of Absence

  

4

(c)    Death

  

4

SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES

  

5

(a)    Plan Accounts

  

5

(b)    Purchase Price

  

5

(c)    Number of Shares Purchased

  

5

(d)    Available Shares Insufficient

  

5

(e)    Issuance of Stock

  

5

(f)     Tax Withholding

  

6

(g)    Unused Cash Balances

  

6

(h)    Stockholder Approval

  

6

 

i


SECTION 9. LIMITATIONS ON STOCK OWNERSHIP

  

6

(a)    Five Percent Limit

  

6

(b)    Dollar Limit

  

6

SECTION 10. RIGHTS NOT TRANSFERABLE

  

7

SECTION 11. NO RIGHTS AS AN EMPLOYEE

  

7

SECTION 12. NO RIGHTS AS A STOCKHOLDER

  

7

SECTION 13. SECURITIES LAW REQUIREMENTS.

  

7

SECTION 14. SEVERABILITY.

  

8

SECTION 15. CODE SECTION 409A.

  

8

SECTION 16. AMENDMENT OR DISCONTINUANCE

  

8

(a)    General Rule

  

8

(b)    Impact on Purchase Price

  

8

SECTION 17. GOVERNING LAW

  

9

SECTION 18. DEFINITIONS

  

9

(a)    Accumulation Period

  

9

(b)    Affiliate

  

9

(c)    Board

  

9

(d)    Code

  

9

(e)    Code Section 423(b) Component

  

9

(f)     Committee

  

9

(g)    Company

  

9

(h)    Compensation

  

9

(i)     Corporate Reorganization

  

10

(j)     Eligible Employee

  

10

(k)    Exchange Act

  

10

(l)     Fair Market Value

  

10

(m)   IPO

  

11

(n)    Non-423(b) Component

  

11

(o)    Offering Period

  

11

(p)    Participant

  

11

(q)    Participating Company

  

11

(r)     Plan

  

11

(s)    Plan Account

  

11

(t)     Purchase Price

  

11

(u)    Stock

  

11

(v)    Subsidiary

  

11

(w)   U.S. Eligible Employee

  

11

 

ii


R IVERBED T ECHNOLOGY , I NC .

2006 E MPLOYEE S TOCK P URCHASE P LAN

SECTION 1. PURPOSE OF THE PLAN.

The Board adopted the Plan effective as of the date of the IPO. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms. The Plan is intended to qualify for favorable tax treatment under section 423 of the Code and shall be administered, interpreted and construed accordingly, although the Company makes no undertaking or representation to maintain such qualification. In addition, the Plan authorizes the purchase of Stock under a Non-423(b) Component, pursuant to rules, procedures or sub-plans adopted by the Board or the Committee and designed to achieve tax, securities law or other objectives, provided, however, that U.S. Eligible Employees will not be permitted to purchase Stock under the Non-423(b) Component.

SECTION 2. ADMINISTRATION OF THE PLAN.

(a) Committee Composition . The Committee shall administer the Plan. The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board.

(b) Committee Responsibilities . The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, procedures, sub-plans, guidelines and forms as it deems appropriate to implement the Plan, including relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. The Committee’s determinations under the Plan shall be final and binding on all persons.

SECTION 3. STOCK OFFERED UNDER THE PLAN.

(a) Authorized Shares . The number of shares of Stock available for purchase under the Plan shall be 1,500,000 (subject to adjustment pursuant to Subsection (b) below). On January 1 of each year, commencing with January 1, 2007, the aggregate number of shares of Stock available for purchase during the life of the Plan shall automatically be increased by a number equal to the lowest of (i) 1% of the total number of shares of Stock then outstanding, (ii) 750,000 shares of Stock (subject to adjustment pursuant to Subsection (b) below) or (iii) the number of shares of Stock determined by the Board. Any or all of such shares of Stock may be granted under the Code Section 423(b) Component.

(b) Anti-Dilution Adjustments . The aggregate number of shares of Stock offered under the Plan, the number of shares of Stock set forth in Subsection (a)(ii) above, the 2,000-share limitation described in Section 8(c) and the price of shares that any Participant has


elected to purchase shall be adjusted proportionately for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders, or a similar event.

(c) Reorganizations . Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 4. ENROLLMENT AND PARTICIPATION.

(a) Offering Periods . While the Plan is in effect, the Committee shall determine the duration and commencement date of each Offering Period, provided that an Offering Period shall in no event be longer than 27 months. Offering Periods may be consecutive or overlapping.

(b) Accumulation Periods . While the Plan is in effect, the Committee shall determine the duration and commencement date of each Accumulation Period, provided that an Accumulation Period shall in no event end later than the close of the Offering Period in which it begins. Accumulation Periods shall be consecutive.

(c) Enrollment . In the case of any individual who qualifies as an Eligible Employee on the first day of any Offering Period, he or she may elect to become a Participant on such day by filing the prescribed enrollment form with the Company or a third party designated by the Company. The enrollment form shall be filed at the prescribed location not later than the commencement date of such Offering Period.

(d) Duration of Participation . Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:

(i) May no longer contribute to the Plan under Section 9(b);

(ii) Withdraws from the Plan under Section 6(a); or

(iii) Ceases to be an Eligible Employee.

A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an Eligible Employee. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above.

 

2


(e) Applicable Offering Period . For purposes of calculating the Purchase Price under Section 8(b), the applicable Offering Period shall be determined as follows:

(i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (d) above or (C) enrollment for a subsequent Offering Period under Paragraph (ii), (iii) or (iv) below, provided that the Committee has determined that there will be a subsequent Offering Period.

(ii) In the event that the Fair Market Value of Stock on the first trading day in the Offering Period for which the Participant is enrolled is higher than on the first trading day in any subsequent Offering Period, the Participant shall automatically be enrolled for such subsequent Offering Period.

(iii) If Section 14(b) applies, the Participant shall automatically be enrolled for a new Offering Period.

(iv) Any other provision of the Plan notwithstanding, the Company (at its sole discretion) may determine prior to the commencement of any new Offering Period that all Participants shall be enrolled for such new Offering Period.

(v) When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

SECTION 5. EMPLOYEE CONTRIBUTIONS.

(a) Commencement of Payroll Deductions . A Participant may purchase shares of Stock under the Plan by means of payroll deductions. To the extent required by local law, the Committee, in its discretion, may decide that an Eligible Employee may contribute to the Plan by means other than payroll deductions, provided that contributions other than payroll deductions will be permissible only for Eligible Employees participating in the Non-423(b) Component. Payroll deductions shall commence as soon as reasonably practicable after the Company has received the prescribed enrollment form.

(b) Amount of Payroll Deductions/Contributions . An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld/contribute for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%.

(c) Changing Withholding Rate . When the Committee adopts an Offering Period under Section 4(a), it shall also prescribe the rules that will apply if a Participant wishes to change his or her rate of payroll deductions/contributions during such Offering Period. A Participant may change his or her rate of payroll deductions/contributions, only if and to the

 

3


extent permitted by such rules, by filing a new enrollment form with the Company or a third party designated by the Company at the prescribed location. The new withholding rate shall be effective as soon as reasonably practicable after the Company or a third party designated by the Company has received such form. The rules prescribed by the Committee may also provide that a Participant’s rate of payroll deductions/contributions will automatically revert to a prior rate as of the commencement date of a new Accumulation Period.

SECTION 6. WITHDRAWAL FROM THE PLAN.

(a) Withdrawal . A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company or a third party designated by the Company at the prescribed location at any time before the last day of an Accumulation Period. As soon as reasonably practicable thereafter, payroll deductions/contributions shall cease and the


 
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