PROCERA NETWORKS, INC.
2007 EQUITY INCENTIVE PLAN
APPROVED BY THE BOARD: OCTOBER 17, 2007
APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2008
TERMINATION DATE: OCTOBER 17,2017
(a) Successor and Continuation of Prior Plans. The Plan is intended as the successor to and
continuation of the Procera Networks, Inc. 2003 Stock Option Plan and 2004 Stock Option Plan, as amended
(the “ Prior Plans ”). Following the Effective Date, no additional stock awards shall be granted under the Prior
Plans. Any shares remaining available for future awards under the Prior Plans as of the Effective Date (the “
Prior Plan Available Reserve ”) shall become available for issuance pursuant to Awards granted
hereunder. From and after the Effective Date, any shares subject to outstanding stock awards granted under the
Prior Plans that expire or terminate for any reason prior to exercise or settlement (the “ Returning Shares ”)
shall become available for issuance pursuant to Awards granted hereunder. From and after the Effective Date, all
outstanding stock awards granted under the Prior Plans shall remain subject to the terms of the Prior Plans with
respect to which they were originally granted and shares issuable under such awards shall be issued from such
Prior Plans. All Awards granted subsequent to the effective date of this Plan shall be subject to the terms of this
(b) Eligible Award Recipients. The persons eligible to receive Awards are Employees,
Directors and Consultants.
(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive
Stock Options, (ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit
Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance Cash Awards and
(viii) Other Stock Awards.
(d) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of
the group of persons