RIVERBED TECHNOLOGY, INC. 2006 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT

Name of Participant:

Participant I.D.:

Total Number of RSUs:

Date of Grant:

Grant #:

Vesting Schedule: The Shares subject to the RSU award shall vest in accordance with the following table:

Vesting Date(s)

Number of RSUs Vesting on Such Vesting Date(s)

Each RSU represents the right to receive a share of the Company’s common stock (a “Share”) on the vesting date. Unless and until the RSUs vest in the manner set forth below, you will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Settlement of any vested RSUs shall be made in whole Shares only, subject to your satisfying any applicable tax withholding obligations as set forth below.

Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is accelerated in connection with the termination of your Service (provided that such termination is a “separation from service” within the meaning of Code Section 409A and the regulations and any guidance promulgated thereunder (“Section 409A”), as determined by the Company), other than due to death, and if (x) you are a “specified employee” within the meaning of Section 409A at the time of such termination, and (y) the payment of such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your termination, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day following the date of your termination of Service, unless you die following your termination, in which case, the RSUs will be paid in Shares to your estate as soon as practicable following your death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the RSUs provided under this Agreement or Shares issuable hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Subject to the next paragraph (Forfeiture upon Termination of Service), the RSUs awarded by this Agreement will vest according to the vesting schedule specified in the Notice of Grant. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

The RSUs awarded by this Agreement will become fully vested if not assumed or substituted for with a comparable award, as provided in Section 10.1 of the Plan, or if Section 11.3(d) of the Plan applies. In addition, the RSUs awarded by this Agreement will become fully vested 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.

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 pleas 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.

Except to the limited extent provided in this paragraph, this grant and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and may not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. You may, however, dispose of this award in your will or through a beneficiary designation.

Regardless of any marital property settlement agreement, the Company is not obligated to recognize your former spouse’s interest in the RSUs awarded to you under this Agreement in any way.

The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Notice of Grant are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan will govern.

This Agreement, the Notice of Grant and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.