RIVERBED TECHNOLOGY, INC. AGREEMENT TO TERMS OF ELECTION
Exhibit (a)(1)(J)
AGREEMENT TO TERMS OF ELECTION
BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFERING DOCUMENTS.
If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and if submitting a paper Election Form, please return the completed and signed Election Form to Xxxxx Xxxxxxxx at the Company via hand delivery or facsimile at (000) 000-0000 before 9:00 p.m., Pacific Time, on May 29, 2008, unless the Offer is extended.
You may withdraw this election by submitting a new properly completed and signed Election Form prior to the expiration date which will be 9:00 p.m., Pacific Time, on May 29, 2008, unless we extend the Offer.
By electing to exchange my Eligible Options, I understand and agree to all of the following:
1. I hereby agree to exchange my Eligible Options for new options as indicated on the Election Form in accordance with the terms of the Offer as set forth in the Offer to Exchange, dated May 1, 2008, of which I hereby acknowledge receipt. Each Eligible Option indicated on the Election Form will be cancelled on May 29, 2008 or, if the Offer is extended, on the extended expiration date. A new option will be granted to me on May 30, 2008 in accordance with the terms of the Offer or, if the Offer is extended, on the first business day following the expiration of the Offer.
2. The Offer is currently set to expire at 9:00 p.m. Pacific Time on May 29, 2008, unless Riverbed, in its discretion, extends the period of time during which the Offer will remain open.
3. If I cease to be employed by Riverbed or its subsidiaries before Riverbed grants me new options in exchange for my Eligible Options, I will not receive any new options. Instead, I will keep my current Eligible Options and they will expire in accordance with their terms.
4. Until May 29, 2008, I will have the right to amend the elections that I have made with respect to some or all of my Eligible Options that I elected to exchange. However, after that date I will have no ability to amend my election. The last properly submitted election, whether electronically or in paper form, prior to the expiration of the Offer shall be binding. Until the Offer period closes on May 29, 2008, I may withdraw my tendered Eligible Options at any time prior to Riverbed’s acceptance of such options for exchange pursuant to the Offer.
5. The tender of some or all of my Eligible Options will constitute my acceptance of all of the terms and conditions of the Offer. Acceptance by Riverbed of my Eligible Options for amendment pursuant to the Offer will constitute a binding agreement between Riverbed and me upon the terms and subject to the conditions of the Offer.
6. I am the registered holder of the Eligible Options tendered hereby, and my name and other information appearing on the Election Form are true and correct.
7. I am not required to tender some or all of my Eligible Options pursuant to the Offer.
8. Riverbed and/or any independent firms hired with respect to the Offer cannot give me legal, tax or investment advice with respect to the Offer and I have been advised to consult with my own legal, tax and investment advisors as to the consequences of participating or not participating in the Offer.
9. Under certain circumstances set forth in the Offer to Exchange, Riverbed may terminate or amend the Offer and postpone its acceptance of the Eligible Options I have elected to exchange. Should the Eligible Options tendered herewith not be accepted for exchange, such options will continue to be governed by their original terms and conditions.
10. I understand that if I do not clearly xxxx the box electing to exchange each of my Eligible Options on the Election Form, such Eligible Options will not be exchanged.
I understand that neither Riverbed nor the Compensation Committee of the Board of Directors of Riverbed is making any recommendation as to whether I should amend or refrain from exchanging my Eligible Options, and that I must make my own decision whether to tender my Eligible Options, taking into account my own personal circumstances and preferences. I understand that the exchanged options may decline in value when I decide to exercise such options. I further understand that past and current market prices of Riverbed common stock may provide little or no basis for predicting what the market price of Riverbed common stock will be when Riverbed grants me new options in exchange for my tendered Eligible Options or at any other time in the future.
Please read the Offer to Exchange; the e-mail from Xxxx Xxxxxxxx, dated May 1, 2008; the Summary of the Option Exchange Program; the Instructions; the Election Form; and the Election Agreement.
