2005 Stock Incentive Plan as Amended and Restated – Cisco

CISCO SYSTEMS, INC.

2005 STOCK INCENTIVE PLAN

AS AMENDED AND RESTATED

EFFECTIVE AS OF NOVEMBER 12, 2009


SECTION 1.		INTRODUCTION	1

SECTION 2.		DEFINITIONS	1

	(a)	“Affiliate”	1

	(b)	“Award”	1

	(c)	“Board”	1

	(d)	“Cashless Exercise”	1

	(e)	“Cause”	2

	(f)	“Change In Control”	2

	(g)	“Code”	2

	(h)	“Committee”	2

	(i)	“Common Stock”	2

	(j)	“Company”	2

	(k)	“Consultant”	2

	(l)	“Corporate Transaction”	3

	(m)	“Covered Employees”	3

	(n)	“Director”	3

	(o)	“Disability”	3

	(p)	“Employee”	3

	(q)	“Exchange Act”	3

	(r)	“Exercise Price”	3

	(s)	“Fair Market Value”	3

	(t)	“Fiscal Year”	4

	(u)	“Grant”	4

	(v)	“Incentive Stock Option” or “ISO”	4

	(w)	“Key Employee”	4

	(x)	“Non-Employee Director”	4

	(y)	“Nonstatutory Stock Option” or “NSO”	4

	(z)	“Option”	4

	(aa)	“Optionee”	4

	(bb)	“Parent”	4

	(cc)	“Participant”	4

	(dd)	“Performance Goal”	5

	(ee)	“Performance Period”	5


	(ff)	“Plan”	5

	(gg)	“Previous Plan Award”	5

	(hh)	“Re-Price”	5

	(ii)	“SAR Agreement”	5

	(jj)	“SEC”	5

	(kk)	“Section 16 Persons”	5

	(ll)	“Securities Act”	5

	(mm)	“Service”	5

	(nn)	“Share”	6

	(oo)	“Stock Appreciation Right” or “SAR”	6

	(pp)	“Stock Grant”	6

	(qq)	“Stock Grant Agreement”	6

	(rr)	“Stock Option Agreement”	6

	(ss)	“Stock Unit”	6

	(tt)	“Stock Unit Agreement”	6

	(uu)	“Subsidiary”	6

	(vv)	“10-Percent Shareholder”	6

SECTION 3.		ADMINISTRATION	7

	(a)	Committee Composition	7

	(b)	Authority of the Committee	7

	(c)	Indemnification	8

SECTION 4.		GENERAL	8

	(a)	General Eligibility	8

	(b)	Incentive Stock Options	8

	(c)	Restrictions on Shares	8

	(d)	Beneficiaries	8

	(e)	Performance Conditions	9

	(f)	No Rights as a Shareholder	9

	(g)	Termination of Service	9

	(h)	Director Fees	9

SECTION 5.		SHARES SUBJECT TO PLAN AND SHARE LIMITS	10

	(a)	Basic Limitations	10

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	(b)	Additional Shares	10

	(c)	Dividend Equivalents	10

	(d)	Share Limits	10

SECTION 6.		TERMS AND CONDITIONS OF OPTIONS	11

	(a)	Stock Option Agreement	11

	(b)	Number of Shares	11

	(c)	Exercise Price	11

	(d)	Exercisability and Term	11

	(e)	Modifications or Assumption of Options	12

	(f)	Assignment or Transfer of Options	12

SECTION 7.		PAYMENT FOR OPTION SHARES	12

SECTION 8.		TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	13

	(a)	SAR Agreement	13

	(b)	Number of Shares	13

	(c)	Exercise Price	13

	(d)	Exercisability and Term	13

	(e)	Exercise of SARs	13

	(f)	Modification or Assumption of SARs	14

	(g)	Assignment or Transfer of SARs	14

SECTION 9.		TERMS AND CONDITIONS FOR STOCK GRANTS	14

	(a)	Amount and Form of Awards	14

	(b)	Stock Grant Agreement	14

	(c)	Payment for Stock Grants	15

	(d)	Vesting Conditions	15

	(e)	Assignment or Transfer of Stock Grants	15

	(f)	Voting and Dividend Rights	15

	(g)	Modification or Assumption of Stock Grants	15

SECTION 10.		TERMS AND CONDITIONS OF STOCK UNITS	16

	(a)	Stock Unit Agreement	16

	(b)	Number of Shares	16

	(c)	Payment for Stock Units	16

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	(d)	Vesting Conditions	16

	(e)	Voting and Dividend Rights	16

	(f)	Form and Time of Settlement of Stock Units	16

	(g)	Creditors153 Rights	17

	(h)	Modification or Assumption of Stock Units	17

	(i)	Assignment or Transfer of Stock Units	17

SECTION 11.		PROTECTION AGAINST DILUTION	17

	(a)	Adjustments	17

	(b)	Participant Rights	18

	(c)	Fractional Shares	18

SECTION 12.		EFFECT OF A CORPORATE TRANSACTION	18

	(a)	Corporate Transaction	18

	(b)	Acceleration	18

	(c)	Dissolution	19

SECTION 13.		LIMITATIONS ON RIGHTS	19

	(a)	No Entitlements	19

	(b)	Shareholders153 Rights	19

	(c)	Regulatory Requirements	19

SECTION 14.		WITHHOLDING TAXES	20

	(a)	General	20

	(b)	Share Withholding	20

SECTION 15.		DURATION AND AMENDMENTS	20

	(a)	Term of the Plan	20

	(b)	Right to Amend or Terminate the Plan	20

SECTION 16.		EXECUTION	21

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CISCO SYSTEMS, INC.

2005 STOCK INCENTIVE PLAN

AS AMENDED AND RESTATED

(Effective as of November 12, 2009)

SECTION 1. INTRODUCTION.

The Company153s shareholders approved the Cisco Systems, Inc. 2005 Stock
Incentive Plan, as amended and restated and effective on November 15, 2007. The
Company153s Board of Directors approved an amendment and restatement of the Plan;
provided that, the amendment and restatement of the Plan shall become effective
upon its approval by Company shareholders. If the Company153s shareholders do not
approve the amendment and restatement of the Plan, Awards will be made under the
Plan as approved by shareholders on November 15, 2007.

The purpose of the Plan is to promote the long-term success of the Company
and the creation of shareholder value by offering Key Employees an opportunity
to share in such long-term success by acquiring a proprietary interest in the
Company.

The Plan seeks to achieve this purpose by providing for discretionary
long-term incentive Awards in the form of Options (which may constitute
Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation
Rights, Stock Grants, and Stock Units.

The Plan shall be governed by, and construed in accordance with, the laws of
the State of California (except its choice-of-law provisions).

Capitalized terms shall have the meaning provided in Section 2 unless
otherwise provided in this Plan or any related Stock Option Agreement, SAR
Agreement, Stock Grant Agreement or Stock Unit Agreement.

SECTION 2. DEFINITIONS.

(a) “Affiliate” means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

(b) “Award” means any award of an Option, SAR, Stock Grant or Stock Unit
under the Plan.

(d) “Cashless Exercise” means, to the extent that a Stock Option Agreement so
provides and as permitted by applicable law, a program approved by the Committee
in which payment may be made all or in part by delivery (on a form prescribed by
the Committee) of an irrevocable direction to a securities broker to sell Shares
and to deliver all or part of the sale proceeds to the Company in payment of the
aggregate Exercise Price and, if

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applicable, the amount necessary to satisfy the Company153s withholding
obligations at the minimum statutory withholding rates, including, but not
limited to, U.S. federal and state income taxes, payroll taxes, and foreign
taxes, if applicable.

(e) “Cause” means, except as may otherwise be provided in a Participant153s
employment agreement or Award agreement, a conviction of a Participant for a
felony crime or the failure of a Participant to contest prosecution for a felony
crime, or a Participant153s misconduct, fraud or dishonesty (as such terms are
defined by the Committee in its sole discretion), or any unauthorized use or
disclosure of confidential information or trade secrets, in each case as
determined by the Committee, and the Committee153s determination shall be
conclusive and binding.

(f) “Change In Control” except as may otherwise be provided in a
Participant153s employment agreement or Award agreement, means the occurrence of
any of the following:

(i) A change in the composition of the Board over a period of thirty-six
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since the
beginning of such period or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board approved
such election or nomination; or

(ii) The acquisition, directly or indirectly, by any person or related group
of persons (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company representing more than 35% of the total combined
voting power of the Company153s then outstanding securities pursuant to a tender
or exchange offer made directly to the Company153s shareholders which the Board
does not recommend such shareholders accept.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and the
regulations and interpretations promulgated thereunder.

(h) “Committee” means a committee described in Section 3.

(i) “Common Stock” means the Company153s common stock.

(j) “Company” means Cisco Systems, Inc., a California corporation.

(k) “Consultant” means an individual who performs bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate, other than as an Employee or
Director or Non-Employee Director.

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(l) “Corporate Transaction” except as may otherwise be provided in a
Participant153s employment agreement or Award agreement, means the occurrence of
any of the following shareholder approved transactions:

(i) The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity153s securities
outstanding immediately after such merger, consolidation or other reorganization
is owned by persons who were not shareholders of the Company immediately prior
to such merger, consolidation or other reorganization; or

(ii) The sale, transfer or other disposition of all or substantially all of
the Company153s assets.

A transaction shall not constitute a Corporate Transaction if its sole
purpose is to change the state of the Company153s incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company153s securities immediately before such transactions.

(m) “Covered Employees” means those persons who are subject to the
limitations of Code Section 162(m).

(n) “Director” means a member of the Board who is also an Employee.

(o) “Disability” means that the Key Employee is classified as disabled under
a long-term disability policy of the Company or, if no such policy applies, the
Key Employee is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

(p) “Employee” means an individual who is a common-law employee of the
Company, a Parent, a Subsidiary or an Affiliate.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Exercise Price” means, in the case of an Option, the amount for which a
Share may be purchased upon exercise of such Option, as specified in the
applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means
an amount, as specified in the applicable SAR Agreement, which is subtracted
from the Fair Market Value in determining the amount payable upon exercise of
such SAR.

(s) “Fair Market Value” means the market price of a Share as determined in
good faith by the Committee. The Fair Market Value shall be determined by the
following:

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(i) If the Shares were traded over-the-counter or listed with NASDAQ on the
date in question, then the Fair Market Value shall be equal to the last
transaction price quoted by the NASDAQ system for the date in question or
(ii) if the Common Stock is listed on the New York Stock Exchange or the
American Stock Exchange on the date in question, the Fair Market Value is the
closing selling price for the Common Stock as such price is officially quoted in
the composite tape of transactions on the exchange determined by the Committee
to be the primary market for the Common Stock for the date in question;
provided, however, that if there is no such reported price for the Common Stock
for the date in question under (i) or (ii), then such price on the last
preceding date for which such price exists shall be determinative of Fair Market
Value.

If neither (i) or (ii) are applicable, then the Fair Market Value shall be
determined by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Western Edition of The Wall
Street Journal. Such determination shall be conclusive and binding on all
persons.

(t) “Fiscal Year” means the Company153s fiscal year.

(u) “Grant” means any grant of an Award under the Plan.

(v) “Incentive Stock Option” or “ISO” means an incentive stock option
described in Code Section 422.

(w) “Key Employee” means an Employee, Director, Non-Employee Director or
Consultant who has been selected by the Committee to receive an Award under the
Plan.

(x) “Non-Employee Director” means a member of the Board who is not an
Employee.

(y) “Nonstatutory Stock Option” or “NSO” means a stock option that is not an
ISO.

(z) “Option” means an ISO or NSO granted under the Plan entitling the
Optionee to purchase Shares.

(aa) “Optionee” means an individual, estate or other entity that holds an
Option.

(bb) “Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

(cc) “Participant” means an individual or estate or other entity that holds
an Award.

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(dd) “Performance Goal” means an objective formula or standard determined by
the Committee with respect to each Performance Period utilizing one or more of
the following factors and any objectively verifiable adjustment(s) thereto
permitted and preestablished by the Committee in accordance with Code
Section 162(m): (i) operating income; (ii) earnings before interest, taxes,
depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share;
(vi) sales; (vii) revenue; (viii) profits before interest and taxes;
(ix) expenses; (x) cost of goods sold; (xi) profit/loss or profit margin;
(xii) working capital; (xiii) return on capital, equity or assets;
(xiv) earnings per share; (xv) economic value added; (xvi) stock price;
(xvii) price/earnings ratio; (xviii) debt or debt-to-equity; (xix) accounts
receivable; (xx) writeoffs; (xxi) cash; (xxii) assets; (xxiii) liquidity;
(xxiv) operations; (xxv) intellectual property (e.g., patents); (xxvi) product
development; (xxvii) regulatory activity; (xxviii) manufacturing, production or
inventory; (xxix) mergers and acquisitions or divestitures; (xxx) financings;
and/or (xxxi) customer satisfaction, each with respect to the Company and/or one
or more of its affiliates or operating units. Awards issued to persons who are
not Covered Employees may take into account other factors (including subjective
factors).

(ee) “Performance Period” means any period not exceeding 36 months as
determined by the Committee, in its sole discretion. The Committee may establish
different Performance Periods for different Participants, and the Committee may
establish concurrent or overlapping Performance Periods.

(ff) “Plan” means this Cisco Systems, Inc. 2005 Stock Incentive Plan as
amended and restated, and as it may be further amended from time to time.

(gg) “Previous Plan Award” means any award of an Option, SAR, Stock Grant or
Stock Unit under the Cisco Systems, Inc. 1996 Stock Incentive Plan, the Cisco
Systems, Inc. SA Acquisition Long-Term Incentive Plan or the Cisco Systems, Inc.
WebEx Acquisition Long-Term Incentive Plan.

(hh) “Re-Price” means that the Company has lowered or reduced the Exercise
Price of outstanding Options and/or outstanding SARs for any Participant(s),
whether through amendment, cancellation, or replacement grants, or any other
means.

(ii) “SAR Agreement” means the agreement described in Section 8 evidencing
each Award of a Stock Appreciation Right.

(jj) “SEC” means the Securities and Exchange Commission.

(kk) “Section 16 Persons” means those officers, directors or other persons
who are subject to Section 16 of the Exchange Act.

(ll) “Securities Act” means the Securities Act of 1933, as amended.

(mm) “Service” means service as an Employee, Director, Non-Employee Director
or Consultant. A Participant153s Service does not terminate when continued service
crediting

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is required by applicable law. However, for purposes of determining whether
an Option is entitled to continuing ISO status, a common-law employee153s Service
will be treated as terminating ninety (90) days after such Employee went on
leave, unless such Employee153s right to return to active work is guaranteed by
law or by a contract. Service terminates in any event when the approved leave
ends, unless such Employee immediately returns to active work. The Committee
determines which leaves count toward Service, and when Service terminates for
all purposes under the Plan. Further, unless otherwise determined by the
Committee, a Participant153s Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant provides service to
the Company, a Parent, Subsidiary or Affiliate, or a transfer between entities
(the Company or any Parent, Subsidiary, or Affiliate); provided that there is no
interruption or other termination of Service.

(nn) “Share” means one share of Common Stock.

(oo) “Stock Appreciation Right” or “SAR” means a stock appreciation right
awarded under the Plan.

(pp) “Stock Grant” means Shares awarded under the Plan.

(qq) “Stock Grant Agreement” means the agreement described in Section 9
evidencing each Award of a Stock Grant.

(rr) “Stock Option Agreement” means the agreement described in Section 6
evidencing each Award of an Option.

(ss) “Stock Unit” means a bookkeeping entry representing the equivalent of
one Share, as awarded under the Plan.

(tt) “Stock Unit Agreement” means the agreement described in Section 10
evidencing each Award of a Stock Unit.

(uu) “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

(vv) “10-Percent Shareholder” means an individual who owns more than 10% of
the total combined voting power of all classes of outstanding stock of the
Company, its Parent or any of its Subsidiaries. In determining stock ownership,
the attribution rules of Section 424(d) of the Code shall be applied.

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SECTION 3. ADMINISTRATION.

(a) Committee Composition. The Board or a Committee appointed by the Board
shall administer the Plan. Unless the Board provides otherwise, the Company153s
Compensation & Management Development Committee shall be the Committee.
Members of the Committee shall serve for such period of time as the Board may
determine and shall be subject to removal by the Board at any time. The Board
may also at any time terminate the functions of the Committee and reassume all
powers and authority previously delegated to the Committee.

The Committee shall have membership composition which enables (i) Awards to
Section 16 Persons to qualify as exempt from liability under Section 16(b) of
the Exchange Act and (ii) Awards to Covered Employees to qualify as
performance-based compensation as provided under Code Section 162(m).

The Board may also appoint one or more separate committees of the Board, each
composed of two or more directors of the Company who need not qualify under Rule
16b-3 or Code Section 162(m), that may administer the Plan with respect to Key
Employees who are not Section 16 Persons or Covered Employees, respectively, may
grant Awards under the Plan to such Key Employees and may determine all terms of
such Awards.

Notwithstanding the foregoing, the Board shall constitute the Committee and
shall administer the Plan with respect to Non-Employee Directors, shall grant
Awards under the Plan to such Non-Employee Directors, and shall determine all
terms of such Awards.

(b) Authority of the Committee. Subject to the provisions of the Plan, the
Committee shall have full authority and sole discretion to take any actions it
deems necessary or advisable for the administration of the Plan. Such actions
shall include:

(i) selecting Key Employees who are to receive Awards under the Plan;

(ii) determining the type, number, vesting requirements and other features
and conditions of such Awards and amending such Awards;

(iii) correcting any defect, supplying any omission, or reconciling any
inconsistency in the Plan or any Award agreement;

(iv) accelerating the vesting, or extending the post-termination exercise
term, of Awards at any time and under such terms and conditions as it deems
appropriate;

(v) interpreting the Plan;

(vi) making all other decisions relating to the operation of the Plan; and

(vii) adopting such plans or subplans as may be deemed necessary or
appropriate to provide for the participation by Key Employees of the Company and
its Subsidiaries and Affiliates who reside outside the U.S., which plans and/or
subplans shall be attached hereto as Appendices.

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The Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee153s determinations under the Plan shall be final
and binding on all persons.

(c) Indemnification. To the maximum extent permitted by applicable law, each
member of the Committee, or of the Board, shall be indemnified and held harmless
by the Company against and from (i) any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Stock Option Agreement, SAR Agreement,
Stock Grant Agreement or Stock Unit Agreement, and (ii) from any and all amounts
paid by him or her in settlement thereof, with the Company153s approval, or paid
by him or her in satisfaction of any judgment in any such claim, action, suit,
or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company153s Articles of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.

SECTION 4. GENERAL.

(a) General Eligibility. Only Employees, Directors, Non-Employee Directors
and Consultants shall be eligible for designation as Key Employees by the
Committee, in its sole discretion.

(b) Incentive Stock Options. Only Key Employees who are common-law employees
of the Company, a Parent or a Subsidiary shall be eligible for the grant of
ISOs. In addition, a Key Employee who is a 10-Percent Shareholder shall not be
eligible for the grant of an ISO unless the requirements set forth in
Section 422(c)(5) of the Code are satisfied.

(c) Restrictions on Shares. Any Shares issued pursuant to an Award shall be
subject to such rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine, in its sole discretion. Such
restrictions shall apply in addition to any restrictions that may apply to
holders of Shares generally and shall also comply to the extent necessary with
applicable law. In no event shall the Company be required to issue fractional
Shares under this Plan.

(d) Beneficiaries. Unless stated otherwise in an Award agreement, a
Participant may designate one or more beneficiaries with respect to an Award by
timely filing the prescribed form with the Company. A beneficiary designation
may be changed by filing the prescribed form with the Company at any time before
the Participant153s death. If no beneficiary was designated or if no designated
beneficiary survives the Participant, then

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after a Participant153s death any vested Award(s) shall be transferred or
distributed to the Participant153s estate.

(e) Performance Conditions. The Committee may, in its discretion, include
performance conditions in an Award or grant an Award upon the satisfaction of
performance conditions. If performance conditions are included in Awards to
Covered Employees, then such Awards may be subject to the achievement of
Performance Goals established by the Committee. Such Performance Goals shall be
established and administered pursuant to the requirements of Code
Section 162(m). Before any Shares underlying an Award or any Award payments
subject to Performance Goals are released to a Covered Employee with respect to
a Performance Period, the Committee shall certify in writing that the
Performance Goals for such Performance Period have been satisfied. Awards with
performance conditions that are granted to Key Employees who are not Covered
Employees need not comply with the requirements of Code Section 162(m).

(f) No Rights as a Shareholder. A Participant, or a transferee of a
Participant, shall have no rights as a shareholder with respect to any Common
Stock covered by an Award until such person has satisfied all of the terms and
conditions to receive such Common Stock, has satisfied any applicable
withholding or tax obligations relating to the Award and the Shares have been
issued (as evidenced by an appropriate entry on the books of the Company or a
duly authorized transfer agent of the Company).

(g) Termination of Service. Unless the applicable Award agreement or, with
respect to Participants who reside in the U.S., the applicable employment
agreement provides otherwise, the following rules shall govern the vesting,
exercisability and term of outstanding Awards held by a Participant in the event
of termination of such Participant153s Service (in all cases subject to the
expiration term of the Option or SAR as applicable): (i) upon termination of
Service for any reason, all unvested portions of any outstanding Awards shall be
immediately forfeited without consideration and the vested portions of any
outstanding Stock Units shall be settled upon termination; (ii) if the Service
of a Participant is terminated for Cause, then all unexercised Options and SARs,
unvested portions of Stock Units and unvested portions of Stock Grants shall
terminate and be forfeited immediately without consideration; (iii) if the
Service of a Participant is terminated for any reason other than for Cause,
death, or Disability, then the vested portion of his or her then-outstanding
Options and/or SARs may be exercised by such Participant or his or her personal
representative within three months after the date of such termination; or
(iv) if the Service of a Participant is terminated due to death or Disability,
the vested portion of his or her then-outstanding Options and/or SARs may be
exercised within eighteen months after the date of termination of Service.

(h) Director Fees. Each Non-Employee Director may elect to receive a Stock
Grant or Stock Unit under the Plan in lieu of payment of a portion of his or her
regular annual retainer based on the Fair Market Value of the Shares on the date
any regular annual retainer would otherwise be paid. For purposes of the Plan, a
Non-Employee Director153s regular annual retainer shall not include any additional
retainer paid in connection with service on any committee of the Board or paid
for any other reason. Such an election

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may be for any dollar or percentage amount equal to at least 25% of the
Non-Employee Director153s regular annual retainer (up to a limit of 100% of the
Non-Employee Director153s regular annual retainer). The election must be made
prior to the beginning of the annual board of directors cycle which shall be any
twelve month continuous period designated by the Board. Any amount of the
regular annual retainer not elected to be received as a Stock Grant or Stock
Unit shall be payable in cash in accordance with the Company153s standard payment
procedures. Shares granted under this Section 4(h) shall otherwise be subject to
the terms of the Plan applicable to Non-Employee Directors or to Participants
generally (other than provisions specifically applying only to Employees).

SECTION 5. SHARES SUBJECT TO PLAN AND SHARE
LIMITS.

(a) Basic Limitations. The stock issuable under the Plan shall be authorized
but unissued Shares. The aggregate number of Shares reserved for Awards under
the Plan shall not exceed 559,000,000 Shares, subject to adjustment pursuant to
Section 11. Shares issued as Stock Grants or pursuant to Stock Units will count
against the Shares available for issuance under the Plan as 1.5 Shares for every
1 Share issued in connection with the Award.

(b) Additional Shares. If Awards are forfeited or are terminated for any
other reason before being exercised or settled, then the Shares underlying such
Awards, plus the number of additional Shares, if any, that counted against
Shares available for issuance under the Plan in respect thereof at the time of
Grant, shall again become available for Awards under the Plan. If a Previous
Plan Award is forfeited or is terminated for any other reason before being
exercised or settled, then the Shares underlying such Previous Plan Award shall
again become available for Awards under this Plan. SARs shall be counted in full
against the number of Shares available for issuance under the Plan, regardless
of the number of Shares issued upon settlement of the SARs.

(c) Dividend Equivalents. Any dividend equivalents distributed under the Plan
shall not be applied against the number of Shares available for Awards.

(d) Share Limits.

(i) Limits on Options. Subject to adjustment pursuant to
Section 11, no Key Employee shall receive Options to purchase Shares during any
Fiscal Year covering in excess of 5,000,000 Shares and the aggregate maximum
number of Shares that may be issued in connection with ISOs shall be 559,000,000
Shares.

(ii) Limits on SARs. Subject to adjustment pursuant to
Section 11, no Key Employee shall receive Awards of SARs during any Fiscal Year
covering in excess of 5,000,000 Shares and the aggregate maximum number of
Shares that may be issued in connection with SARs shall be 559,000,000 Shares.

-10-

(iii) Limits on Stock Grants and Stock Units. Subject to
adjustment pursuant to Section 11, no Key Employee shall receive Stock Grants or
Stock Units during any Fiscal Year covering, in the aggregate, in excess of
5,000,000 Shares.

(iv) Limits on Awards to Non-Employee Directors. Subject to
adjustment pursuant to Section 11, no Non-Employee Director shall receive Awards
during any Fiscal Year covering, in the aggregate, in excess of 50,000 Shares;
provided that any Shares received pursuant to an election under Section 4(h)
shall not count against such limit.

SECTION 6. TERMS AND CONDITIONS OF
OPTIONS.

(a) Stock Option Agreement. Each Grant of an Option under the Plan shall be
evidenced and governed exclusively by a Stock Option Agreement between the
Optionee and the Company. Such Option shall be subject to all applicable terms
and conditions of the Plan and may be subject to any other terms and conditions
that are not inconsistent with the Plan and that the Committee deems appropriate
for inclusion in a Stock Option Agreement (including without limitation any
performance conditions). The provisions of the various Stock Option Agreements
entered into under the Plan need not be identical. The Stock Option Agreement
shall also specify whether the Option is an ISO or an NSO.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of
Shares that are subject to the Option and shall be subject to adjustment of such
number in accordance with Section 11.

(c) Exercise Price. An Option153s Exercise Price shall be established by the
Committee and set forth in a Stock Option Agreement. The Exercise Price of an
Option shall not be less than 100% of the Fair Market Value (110% for ISO grants
to 10-Percent Shareholders) on the date of Grant.

(d) Exercisability and Term. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option; provided that
the term of an Option shall in no event exceed ten years from the date of Grant.
Unless the applicable Stock Option Agreement provides otherwise, each Option
shall vest and become exercisable with respect to 20% of the Shares subject to
the Option upon completion of one year of Service measured from the vesting
commencement date, the balance of the Shares subject to the Option shall vest
and become exercisable in forty-eight equal installments upon completion of each
month of Service thereafter, and the term of the Option shall be ten years from
the date of Grant. A Stock Option Agreement may provide for accelerated vesting
in the event of the Participant153s death, Disability, or other events.
Notwithstanding any other provision of the Plan, no Option can be exercised
after the expiration date provided in the applicable Stock Option Agreement and
no Option may provide that, upon exercise of the Option, a new Option will
automatically be granted.

-11-

(e) Modifications or Assumption of Options. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new Options for the same or a
different number of Shares, at the same or a different Exercise Price, and with
the same or different vesting provisions. Notwithstanding the preceding sentence
or anything to the contrary herein, the Committee may not Re-Price outstanding
Options unless there is approval by the Company shareholders and, unless a
modification is necessary or desirable to comply with any applicable law,
regulation or rule, such modification of an Option shall not, without the
consent of the Optionee, impair his or her rights or obligations under such
Option.

(f) Assignment or Transfer of Options. Except as otherwise provided in the
applicable Stock Option Agreement and then only to the extent permitted by
applicable law, no Option shall be transferable by the Optionee other than by
will or by the laws of descent and distribution. Except as otherwise provided in
the applicable Stock Option Agreement, an Option may be exercised during the
lifetime of the Optionee only by the Optionee or by the guardian or legal
representative of the Optionee. No Option or interest therein may be assigned,
pledged or hypothecated by the Optionee during his or her lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.

SECTION 7. PAYMENT FOR OPTION SHARES.

The entire Exercise Price of Shares issued upon exercise of Options shall be
payable in cash at the time when such Shares are purchased, except as follows
and if so provided for in an applicable Stock Option Agreement:

(i) Surrender of Stock. Payment for all or any part of the Exercise Price or
Options may be made with Shares which have already been owned by the Optionee;
provided that the Committee may, in its sole discretion, require that Shares
tendered for payment be previously held by the Optionee for a minimum duration.
Such Shares shall be valued at their Fair Market Value.

(ii) Cashless Exercise. Payment for all or any part of the Exercise Price may
be made through Cashless Exercise at the Committee153s sole discretion.

(iii) Other Forms of Payment. Payment for all or any part of the Exercise
Price may be made in any other form that is consistent with applicable laws,
regulations and rules and approved by the Committee.

In the case of an ISO granted under the Plan, payment shall be made only
pursuant to the express provisions of the applicable Stock Option Agreement. The
Stock Option Agreement may specify that payment may be made in any form(s)
described in this

-12-

Section 7. In the case of an NSO granted under the Plan, the Committee may,
in its discretion at any time, accept payment in any form(s) described in this
Section 7.

SECTION 8. TERMS AND CONDITIONS OF STOCK APPRECIATION
RIGHTS.

(a) SAR Agreement. Each Grant of a SAR under the Plan shall be evidenced and
governed exclusively by a SAR Agreement between the Participant and the Company.
Such SAR shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions that are not inconsistent with
the Plan and that the Committee deems appropriate for inclusion in a SAR
Agreement (including without limitation any performance conditions). A SAR
Agreement may provide for a maximum limit on the amount of any payout
notwithstanding the Fair Market Value on the date of exercise of the SAR. The
provisions of the various SAR Agreements entered into under the Plan need not be
identical. SARs may be granted in consideration of a reduction in the
Participant153s compensation.

(b) Number of Shares. Each SAR Agreement shall specify the number of Shares
to which the SAR pertains and shall be subject to adjustment of such number in
accordance with Section 11.

(c) Exercise Price. Each SAR Agreement shall specify the Exercise Price which
shall be established by the Committee. The Exercise Price of a SAR shall not be
less than 100% of the Fair Market Value on the date of Grant.

(d) Exercisability and Term. Each SAR Agreement shall specify the date when
all or any installment of the SAR is to become exercisable. The SAR Agreement
shall also specify the term of the SAR which shall not exceed ten years from the
date of Grant. Unless the applicable SAR Agreement provides otherwise, each SAR
shall vest and become exercisable with respect to 20% of the Shares subject to
the SAR upon completion of one year of Service measured from the vesting
commencement date, the balance of the Shares subject to the SAR shall vest and
become exercisable in forty-eight equal installments upon completion of each
month of Service thereafter, and the term of the SAR shall be ten years from the
date of Grant. A SAR Agreement may provide for accelerated vesting in the event
of the Participant153s death, Disability, or other events. SARs may be awarded in
combination with Options or Stock Grants, and such an Award shall provide that
the SARs will not be exercisable unless the related Options or Stock Grants are
forfeited. A SAR may be included in an ISO only at the time of Grant but may be
included in an NSO at the time of Grant or at any subsequent time, but not later
than six months before the expiration of such NSO. No SAR may provide that, upon
exercise of the SAR, a new SAR will automatically be granted.

(e) Exercise of SARs. If, on the date when a SAR expires, the Exercise Price
under such SAR is less than the Fair Market Value on such date but any portion
of such SAR has not been exercised or surrendered, then such SAR shall
automatically be deemed to be exercised as of such date with respect to such
portion. Upon exercise of a SAR, the

-13-

Participant (or any person having the right to exercise the SAR) shall
receive from the Company (i) Shares, (ii) cash or (iii) any combination of
Shares and cash, as the Committee shall determine at the time of Grant of the
SAR, in its sole discretion. The amount of cash and/or the Fair Market Value of
Shares received upon exercise of SARs shall, in the aggregate, be equal to the
amount by which the Fair Market Value (on the date of exercise) of the Shares
subject to the SARs exceeds the Exercise Price of those Shares.

(f) Modification or Assumption of SARs. Within the limitations of the Plan,
the Committee may modify, extend or assume outstanding stock appreciation rights
or may accept the cancellation of outstanding stock appreciation rights
(including stock appreciation rights granted by another issuer) in return for
the grant of new SARs for the same or a different number of Shares, at the same
or a different Exercise Price, and with the same or different vesting
provisions. Notwithstanding the preceding sentence or anything to the contrary
herein, the Committee may not Re-Price outstanding SARs unless there is approval
by the Company shareholders and, unless a modification is necessary or desirable
to comply with any applicable law, regulation or rule, such modification of a
SAR shall not, without the consent of the Participant, impair
his or her rights or obligations under such SAR.

(g) Assignment or Transfer of SARs. Except as otherwise provided in the
applicable SAR Agreement and then only to the extent permitted by applicable
law, no SAR shall be transferable by the Participant other than by will or by
the laws of descent and distribution. Except as otherwise provided in the
applicable SAR Agreement, a SAR may be exercised during the lifetime of the
Participant only by the Participant or by the guardian or legal representative
of the Participant. No SAR or interest therein may be assigned, pledged or
hypothecated by the Participant during his or her lifetime, whether by operation
of law or otherwise, or be made subject to execution, attachment or similar
process.

SECTION 9. TERMS AND CONDITIONS FOR STOCK
GRANTS.

(a) Amount and Form of Awards. Awards under this Section 9 may be granted in
the form of a Stock Grant. Each Stock Grant Agreement shall specify the number
of Shares to which the Stock Grant pertains and shall be subject to adjustment
of such number in accordance with Section 11. A Stock Grant may also be awarded
in combination with NSOs, and such an Award may provide that the Stock Grant
will be forfeited in the event that the related NSOs are exercised.

(b) Stock Grant Agreement. Each Stock Grant awarded under the Plan shall be
evidenced and governed exclusively by a Stock Grant Agreement between the
Participant and the Company. Each Stock Grant shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and
conditions that are not inconsistent with the Plan and that the Committee deems
appropriate for inclusion in the applicable Stock Grant Agreement (including
without limitation any performance

-14-

conditions). The provisions of the various Stock Grant Agreements entered
into under the Plan need not be identical.

(c) Payment for Stock Grants. Stock Grants may be issued with or without cash
consideration or any other form of legally permissible consideration approved by
the Committee.

(d) Vesting Conditions. Each Stock Grant may or may not be subject to
vesting. Any such vesting provision may provide that Shares shall vest based on
Service over time or shall vest, in full or in installments, upon satisfaction
of performance conditions specified in the Stock Grant Agreement which may
include Performance Goals pursuant to Section 4(e). Unless the applicable Stock
Grant Agreement provides otherwise, each Stock Grant shall vest with respect to
20% of the Shares subject to the Stock Grant upon completion of each year of
Service on each of the first through fifth annual anniversaries of the vesting
commencement date. A Stock Grant Agreement may provide for accelerated vesting
in the event of the Participant153s death, Disability, or other events.

(e) Assignment or Transfer of Stock Grants. Except as provided in the
applicable Stock Grant Agreement, and then only to the extent permitted by
applicable law, a Stock Grant awarded under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor153s process, whether voluntarily, involuntarily or by operation of law.
Any act in violation of this Section 9(e) shall be void. However, this
Section 9(e) shall not preclude a Participant from designating a beneficiary who
will receive any vested outstanding Stock Grant Awards in the event of the
Participant153s death, nor shall it preclude a transfer of vested Stock Grant
Awards by will or by the laws of descent and distribution.

(f) Voting and Dividend Rights. The holder of a Stock Grant awarded under the
Plan shall have the same voting, dividend and other rights as the Company153s
other shareholders. A Stock Grant Agreement, however, may require that the
holder of such Stock Grant invest any cash dividends received in additional
Shares subject to the Stock Grant. Such additional Shares subject to the Stock
Grant shall be subject to the same conditions and restrictions as the Stock
Grant with respect to which the dividends were paid. Such additional Shares
subject to the Stock Grant shall not reduce the number of Shares available for
issuance under Section 5.

(g) Modification or Assumption of Stock Grants. Within the limitations of the
Plan, the Committee may modify or assume outstanding stock grants or may accept
the cancellation of outstanding stock grants (including stock granted by another
issuer) in return for the grant of new Stock Grants for the same or a different
number of Shares and with the same or different vesting provisions.
Notwithstanding the preceding sentence or anything to the contrary herein, the
Committee may not modify an outstanding Stock Grant such that the modification
shall, without the consent of the Participant, impair his or her rights or
obligations under such Stock Grant, unless such modification is necessary or
desirable to comply with any applicable law, regulation or rule.

-15-

SECTION 10. TERMS AND CONDITIONS OF STOCK
UNITS.

(a) Stock Unit Agreement. Each grant of Stock Units under the Plan shall be
evidenced and governed exclusively by a Stock Unit Agreement between the
Participant and the Company. Such Stock Units shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and
conditions that are not inconsistent with the Plan and that the Committee deems
appropriate for inclusion in the applicable Stock Unit Agreement (including
without limitation any performance conditions). The provisions of the various
Stock Unit Agreements entered into under the Plan need not be identical. Stock
Units may be granted in consideration of a reduction in the Participant153s other
compensation.

(b) Number of Shares. Each Stock Unit Agreement shall specify the number of
Shares to which the Stock Unit Grant pertains and shall be subject to adjustment
of such number in accordance with Section 11.

(d) Vesting Conditions. Each Award of Stock Units may or may not be subject
to vesting. Any such vesting provision may provide that Shares shall vest based
on Service over time or shall vest, in full or in installments, upon
satisfaction of performance conditions specified in the Stock Unit Agreement
which may include Performance Goals pursuant to Section 4(e). Unless the
applicable Stock Unit Agreement provides otherwise, each Stock Unit shall vest
with respect to 20% of the Shares subject to the Stock Unit upon completion of
each year of Service on each of the first through fifth annual anniversaries of
the vesting commencement date. A Stock Unit Agreement may provide for
accelerated vesting in the event of the Participant153s death, Disability, or
other events.

(e) Voting and Dividend Rights. The holders of Stock Units shall have no
voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under
the Plan may, at the Committee153s discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Share while the Stock Unit is outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution, any dividend equivalents which
are not paid shall be subject to the same conditions and restrictions as the
Stock Units to which they attach.

(f) Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of (a) cash, (b) Shares or (c) any combination of
both, as determined by the Committee at the time of the grant of the Stock
Units, in its sole discretion. Methods of converting Stock Units into cash may
include (without limitation) a method based on the average Fair Market Value of
Shares over a series of trading days. Vested Stock Units may be settled in a
lump sum or in installments. The distribution may occur or commence when the
vesting conditions applicable to the Stock Units have been

-16-

satisfied or have lapsed, or it may be deferred, in accordance with
applicable law, to any later date. The amount of a deferred distribution may be
increased by an interest factor or by dividend equivalents. Until an Award of
Stock Units is settled, the number of such Stock Units shall be subject to
adjustment pursuant to Section 11.

(g) Creditors153 Rights. A holder of Stock Units shall have no rights other
than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.

(h) Modification or Assumption of Stock Units. Within the limitations of the
Plan, the Committee may modify or assume outstanding stock units or may accept
the cancellation of outstanding stock units (including stock units granted by
another issuer) in return for the grant of new Stock Units for the same or a
different number of Shares and with the same or different vesting provisions.
Notwithstanding the preceding sentence or anything to the contrary herein, the
Committee may not modify an outstanding Stock Unit such that the modification
shall, without the consent of the Participant, impair his or her rights or
obligations under such Stock Unit, unless such modification is necessary or
desirable to comply with any applicable law, regulation or rule.

(i) Assignment or Transfer of Stock Units. Except as provided in the
applicable Stock Unit Agreement, and then only to the extent permitted by
applicable law, Stock Units shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor153s process,
whether voluntarily, involuntarily or by operation of law. Any act in violation
of this Section 10(i) shall be void. However, this Section 10(i) shall not
preclude a Participant from designating a beneficiary who will receive any
outstanding vested Stock Units in the event of the Participant153s death, nor
shall it preclude a transfer of vested Stock Units by will or by the laws of
descent and distribution.

SECTION 11. PROTECTION AGAINST
DILUTION.

(a) Adjustments. In the event of a subdivision of the outstanding Shares, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the price
of Shares, a combination or consolidation of the outstanding Shares (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spin-off or a similar occurrence, the Committee shall make
appropriate adjustments to the following:

(i) the number of Shares and the kind of shares or securities available for
future Awards under Section 5;

(ii) the limits on Awards specified in Section 5;

-17-

(iii) the number of Shares and the kind of shares or securities covered by
each outstanding Award; or

(iv) the Exercise Price under each outstanding SAR or Option.

(b) Participant Rights. Except as provided in this Section 11, a Participant
shall have no rights by reason of any issue by the Company of stock of any class
or securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class.
If by reason of an adjustment pursuant to this Section 11 a Participant153s Award
covers additional or different shares of stock or securities, then such
additional or different shares and the Award in respect thereof shall be subject
to all of the terms, conditions and restrictions which were applicable to the
Award and the Shares subject to the Award prior to such adjustment.

(c) Fractional Shares. Any adjustment of Shares pursuant to this Section 11
shall be rounded down to the nearest whole number of Shares. Under no
circumstances shall the Company be required to authorize or issue fractional
shares and no consideration shall be provided as a result of any fractional
shares not being issued or authorized.

SECTION 12. EFFECT OF A CORPORATE
TRANSACTION.

(a) Corporate Transaction. In the event that the Company is a party to a
Corporate Transaction, outstanding Awards shall be subject to the applicable
agreement of merger, reorganization, or sale of assets. Such agreement may
provide, without limitation, for the assumption or substitution of outstanding
Options, SARs, or Stock Units by the surviving corporation or its parent, for
the assumption of outstanding Stock Grant Agreements by the surviving
corporation or its parent, for the replacement of outstanding Options, SARs, and
Stock Units with a cash incentive program of the surviving corporation which
preserves the spread existing on the unvested portions of such outstanding
Awards at the time of the transaction and provides for subsequent payout in
accordance with the same vesting provisions applicable to those Awards, for
accelerated vesting of outstanding Awards, or for the cancellation of
outstanding Options, SARs, and Stock Units, with or without consideration, in
all cases without the consent of the Participant.

(b) Acceleration. The Committee may determine, at the time of grant of an
Award or thereafter, that such Award shall become fully vested as to all Shares
subject to such Award in the event that a Corporate Transaction or a Change in
Control occurs. Unless otherwise provided in the applicable Award agreement, in
the event that a Corporate Transaction occurs and any outstanding Options, SARs
or Stock Units are not assumed, substituted, or replaced with a cash incentive
program pursuant to Section 12(a) or any outstanding Stock Grant Agreements are
not assumed pursuant to Section 12(a), then such Awards shall fully vest and be
fully exercisable immediately prior to such Corporate Transaction. Immediately
following the consummation of a Corporate Transaction, all

-18-

outstanding Options, SARs and Stock Units shall terminate and cease to be
outstanding, except to the extent that they are assumed by the surviving
corporation or its parent.

(c) Dissolution. To the extent not previously exercised or settled, Options,
SARs and Stock Units shall terminate immediately prior to the dissolution or
liquidation of the Company.

SECTION 13. LIMITATIONS ON RIGHTS.

(a) No Entitlements. A Participant153s rights, if any, in respect of or in
connection with any Award is derived solely from the discretionary decision of
the Company to permit the individual to participate in the Plan and to benefit
from a discretionary Award. By accepting an Award under the Plan, a Participant
expressly acknowledges that there is no obligation on the part of the Company to
continue the Plan and/or grant any additional Awards. Any Award granted
hereunder is not intended to be compensation of a continuing or recurring
nature, or part of a Participant153s normal or expected compensation, and in no
way represents any portion of a Participant153s salary, compensation, or other
remuneration for purposes of pension benefits, severance, redundancy,
resignation or any other purpose.

Neither the Plan nor any Award granted under the Plan shall be deemed to give
any individual a right to remain an employee, consultant or director of the
Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and
Subsidiaries and Affiliates reserve the right to terminate the Service of any
person at any time, and for any reason, subject to applicable laws, the
Company153s Articles of Incorporation and Bylaws and a written employment
agreement (if any), and such terminated person shall be deemed irrevocably to
have waived any claim to damages or specific performance for breach of contract
or dismissal, compensation for loss of office, tort or otherwise with respect to
the Plan or any outstanding Award that is forfeited and/or is terminated by its
terms or to any future Award.

(b) Shareholders153 Rights. A Participant shall have no dividend rights, voting
rights or other rights as a shareholder with respect to any Shares covered by
his or her Award prior to the issuance of such Shares (as evidenced by an
appropriate entry on the books of the Company or a duly authorized transfer
agent of the Company). No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such Shares are
issued, except as expressly provided in Section 11.

(c) Regulatory Requirements. Any other provision of the Plan notwithstanding,
the obligation of the Company to issue Shares or other securities under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Shares or other securities
pursuant to any Award prior to the satisfaction of all legal requirements
relating to the issuance of such Shares or other securities, to

-19-

their registration, qualification or listing or to an exemption from
registration, qualification or listing.

SECTION 14. WITHHOLDING TAXES.

(a) General. A Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with his or her Award. The Company shall not be required to issue any
Shares or make any cash payment under the Plan until such obligations are
satisfied.

(b) Share Withholding. If a public market for the Company153s Shares exists,
the Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or a
portion of any Shares that otherwise would be issued to him or her or by
surrendering or attesting to all or a portion of any Shares that he or she
previously acquired. Such Shares shall be valued based on the value of the
actual trade or, if there is none, the Fair Market Value as of the previous day.
Any payment of taxes by assigning Shares to the Company may be subject to
restrictions, including, but not limited to, any restrictions required by rules
of the SEC. The Committee may, in its discretion, also permit a Participant to
satisfy withholding or income tax obligations related to an Award through
Cashless Exercise or through a sale of Shares underlying the Award.

SECTION 15. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan shall become effective upon its approval by
Company shareholders. The Plan shall terminate at the Company153s 2012 Annual
Meeting of Shareholders and may be terminated on any earlier date pursuant to
this Section 15.

(b) Right to Amend or Terminate the Plan. The Board may amend or terminate
the Plan at any time and for any reason. The termination of the Plan, or any
amendment thereof, shall not impair the rights or obligations of any Participant
under any Award previously granted under the Plan without the Participant153s
consent, unless such modification is necessary or desirable to comply with any
applicable law, regulation or rule. No Awards shall be granted under the Plan
after the Plan153s termination. An amendment of the Plan shall be subject to the
approval of the Company153s shareholders only to the extent such approval is
otherwise required by applicable laws, regulations or rules.

-20-

SECTION 16. EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this Plan on behalf of the Company.


CISCO SYSTEMS, INC.

By:
		Mark Chandler
Title:		Senior Vice President, Legal Services, General Counsel and Secretary

-21-

(For Grants Prior to September 2008)

CISCO SYSTEMS, INC.

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) made to
purchase shares of Cisco Systems, Inc. (the “Company”) common stock:

Optionee:

Grant Date:

Type of Option:

Incentive Stock Option

Nonstatutory Stock Option

Grant Number:

Number of Option Shares:

Exercise Price: $ per share

Vesting Commencement Date:

Expiration Date:

Exercise Schedule

The Option shall vest and become exercisable with respect to (i) twenty
percent (20%) of the Option Shares upon Optionee153s completion of one (1) year of
Service measured from the Vesting Commencement Date and (ii) the balance of the
Option Shares in a series of forty-eight (48) successive equal monthly
installments upon Optionee153s completion of each additional month of Service over
the forty-eight (48)-month period measured from the first annual anniversary of
the Vesting Commencement Date. In no event shall the Option vest and become
exercisable for any additional Option Shares after Optionee153s cessation of
Service.

Should Optionee request a reduction to his or her work commitment to less
than thirty (30) hours per week, then the Committee shall have the right, to
extend the period over which the Option shall thereafter vest and become
exercisable for the Option Shares during the remainder of the Option term. The
decision whether or not to approve Optionee153s request for any reduced work
commitment shall be at the sole discretion of the Company. In no event shall any
extension of the Exercise Schedule for the Option Shares result in the extension
of the Expiration Date of the Option.

Optionee understands and agrees that the Option is offered subject to and in
accordance with the terms of the Cisco Systems, Inc. 2005 Stock Incentive Plan
(the “Plan”). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement attached
hereto.

No Employment or Service Contract. Nothing in this
Notice or in the attached Stock Option Agreement or in the Plan shall confer
upon Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee153s Service at any time for any reason, with or without cause.

Definitions. All capitalized terms in this Notice
shall have the meaning assigned to them in this Notice, the attached Stock
Option Agreement or the Plan.

STOCK OPTION AGREEMENT

Recitals

A. The Board has adopted the Plan for the purpose of retaining the services
of selected Employees, non-employee members of the Board or of the board of
directors of any Parent or Subsidiary and Consultants and other independent
advisors who provide services to the Company (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Company (or a Parent or
Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Company153s grant of an
option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to
them in this Agreement, the attached Notice of Grant of Stock Option (the ”
Notice”), or the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. The Company
hereby grants to Optionee, as of the Grant Date, an option to purchase up to the
number of Option Shares specified in the Notice. The Option Shares shall be
purchasable from time to time during the Option term specified in Paragraph 2 at
the Exercise Price specified in the Notice.

2. Option Term. This Option shall
have a maximum term of nine (9) years measured from the Grant Date and shall
accordingly expire at the close of business on the Expiration Date, unless
sooner terminated in accordance with Paragraph 4, 5 or 6.

3. Non-Transferability. This Option
shall not be anticipated, assigned, attached, garnished, optioned, transferred
or made subject to any creditor153s process, whether voluntarily or involuntarily
or by operation of law. Notwithstanding the foregoing, should the Optionee die
while holding this Option, then this Option shall be transferred in accordance
with Optionee153s will or the laws of descent and distribution.

4. Dates of Exercise. This Option
shall vest and become exercisable for the Option Shares in one or more
installments as specified in the Notice. As the Option becomes exercisable for
such installments, those installments shall accumulate and the Option shall
remain exercisable for the accumulated installments until the Expiration Date or
sooner termination of the Option term under Paragraph 5 or 6. As an
administrative matter, the exercisable portion of this Option may only be
exercised until the close of the Nasdaq Global Select Market on the Expiration
Date or the earlier termination date under Paragraph 5 or 6 or, if such date is
not a trading day on the Nasdaq Global Select Market, the last trading day
before such date. Any later attempt to exercise this Option will not be honored.
For example, if Optionee ceases to remain in Service as provided in Paragraph
5(i) and the date three (3) months from the date of cessation is Monday, July 4
(a holiday on which the Nasdaq Global Select Market is closed), Optionee must
exercise the exercisable portion of this Option by 4 pm Eastern Daylight Time on
Friday, July 1.

5. Cessation of Service. The Option
term specified in Paragraph 2 shall terminate (and this Option shall cease to be
outstanding) prior to the Expiration Date should any of the following provisions
become applicable:

(i) Should Optionee cease to remain in Service for any reason (other than
death, Disability or Cause) while this Option is outstanding, then Optionee
shall have a period of three (3) months (commencing with the date of such
cessation of Service) during which to exercise this Option, but in no event
shall this Option be exercisable at any time after the Expiration Date.

(ii) If Optionee dies while this Option is outstanding, then the personal
representative of Optionee153s estate or the person or persons to whom the Option
is transferred pursuant to Optionee153s will or in accordance with the laws of
descent and distribution shall have the right to exercise this Option. Such
right shall lapse, and this Option shall cease to be outstanding, upon the
earlier of (A) the expiration of the eighteen (18)- month period measured from
the date of Optionee153s death or (B) the Expiration Date.

(iii) Should Optionee cease Service by reason of Disability while this Option
is outstanding, then Optionee shall have a period of eighteen (18) months
(commencing with the date of such cessation of Service) during which to exercise
this Option, but in no event shall this Option be exercisable at any time after
the Expiration Date.

(iv) Optionee153s date of cessation of Service shall mean the date upon which
Optionee ceases active performance of services for the Company following the
provision of such notification of termination or resignation from Service and
shall be determined solely by this Agreement and without reference to any other
agreement, written or oral, including Optionee153s contract of employment, and
shall not otherwise include any period of notice of termination of employment,
whether expressed or implied.

(v) During the limited period of post-Service exercisability, this Option may
not be exercised in the aggregate for more than the number of vested Option
Shares for which the Option is exercisable at the time of Optionee153s cessation
of Service. Upon the expiration of such limited exercise period or (if earlier)
upon the Expiration Date, this Option shall terminate and cease to be
outstanding for any vested Option Shares for which the Option has not been
exercised. However, this Option shall, immediately upon Optionee153s cessation of
Service for any reason, terminate and cease to be outstanding with respect to
any Option Shares in which Optionee is not otherwise at that time vested or for
which this Option is not otherwise at that time exercisable.

(vi) Should Optionee153s Service be terminated for Cause or should Optionee
otherwise engage in activities constituting Cause while this Option is
outstanding, then this Option shall terminate immediately and cease to remain
outstanding. In the event Optionee153s Service with the Company is suspended
pending an investigation of whether Optionee153s Service will be terminated for
Cause, all Optionee153s rights under the Option, including the right to exercise
the Option, shall be suspended during the investigation period.

6. Special Acceleration of Option

(a) This Option, to the extent outstanding at the time of a Corporate
Transaction but not otherwise fully vested and exercisable, shall automatically
accelerate so that this Option shall, immediately prior to the effective date of
the Corporate Transaction, become vested and exercisable for all of the Option
Shares at the time subject to this Option and may be exercised for any or all of
those Option Shares as fully-vested Shares. No such acceleration of this Option,
however, shall occur if and to the extent: (i) this Option is, in connection
with the Corporate Transaction, either assumed by the successor corporation (or
parent thereof) or replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof) or (ii) this
Option is replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested Option Shares at the time of
the Corporate Transaction (the excess of the Fair Market Value of those Option
Shares over the aggregate Exercise Price payable for such Shares) and provides
for subsequent pay-out in accordance with the same Exercise Schedule set forth
in the Notice. The determination of option comparability under clause (i) shall
be made by the Committee, and such determination shall be final, binding and
conclusive.

(b) Immediately following the effective date of the Corporate Transaction,
this Option shall terminate and cease to be outstanding, except to the extent
assumed by the successor corporation (or parent thereof) in connection with the
Corporate Transaction.

(c) If this Option is assumed in connection with a Corporate Transaction,
then the Committee shall appropriately adjust the number of shares and the kind
of shares or securities covered by the Option and the Exercise Price immediately
after such Corporate Transaction, provided the aggregate Exercise Price shall
remain the same.

(d) This Option, to the extent outstanding at the time of a Change in Control
but not otherwise fully vested and exercisable, shall automatically accelerate
so that this Option shall, immediately prior to the effective date of the Change
in Control, become vested and exercisable for all of the Option Shares at the
time subject to this Option and may be exercised for any or all of those Option
Shares as fully-vested Shares. This Option shall remain so exercisable until the
Expiration Date or sooner termination of the Option term.

(e) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

7. Adjustment in Option Shares. In
the event of a subdivision of the outstanding Shares, a declaration of a
dividend payable in Shares, a declaration of a dividend payable in a form other
than Shares in an amount that has a material effect on the price of Shares, a
combination or consolidation of the outstanding Shares (by reclassification or
otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a
similar occurrence, appropriate adjustments shall be made to (i) the total
number and/or kind of shares or securities subject to this Option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a dilution
or enlargement of benefits hereunder.

8. Shareholder Rights. The holder of
this Option shall not have any shareholder rights with respect to the Option
Shares until such person shall have exercised the Option, paid the Exercise
Price and become a holder of record of the purchased Shares.

9. Manner of Exercising Option.

(a) In order to exercise this Option with respect to all or any part of the
Option Shares for which this Option is at the time exercisable, Optionee (or any
other person or persons exercising the Option) must take the following actions:

(i) Pay the aggregate Exercise Price for the purchased Shares in one or more
of the following forms:

(A) cash or check which, in the Company153s sole discretion, shall be made
payable to a Company-designated brokerage firm or the Company;

(B) as permitted by applicable law, through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising
the Option) shall concurrently provide irrevocable written instructions (I) to a
Company-designated brokerage firm (or in the case of an executive officer or
Board member of the Company, an Optionee-designated brokerage firm) to effect
the immediate sale of the purchased Shares and remit to the Company, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased Shares plus, if applicable,
the amount necessary to satisfy the Company153s withholding obligations at the
minimum statutory withholding rates and (II) to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm in order
to complete the sale transaction; and

(C) a promissory note payable to the Company, but only to the extent
authorized by the Committee in accordance with Paragraph 13.

(ii) Furnish to the Company appropriate documentation that the person or
persons exercising the Option (if other than Optionee) have the right to
exercise this Option.

(iii) Make appropriate arrangements with the Company (or Parent or Subsidiary
employing or retaining Optionee) for the satisfaction of all tax withholding
requirements applicable to the Option exercise.

(b) As soon as practical after the exercise date, the Company shall issue to
or on behalf of Optionee (or any other person or persons exercising this Option)
the purchased Option Shares (as evidenced by an appropriate entry on the books
of the Company or a duly authorized transfer agent of the Company), subject to
the appropriate legends and/or stop transfer instructions.

(d) Notwithstanding any other provisions of the Plan, this Agreement or any
other agreement to the contrary, if at the time this Option is exercised,
Optionee is indebted to the Company (or any Parent or Subsidiary) for any
reason, the following actions shall be taken, as deemed appropriate by the
Committee:

(i) any Shares to be issued upon such exercise shall automatically be pledged
against Optionee153s outstanding indebtedness; and

(ii) if this Option is exercised in accordance with subparagraph 9(a)(i)(B)
above, the after tax proceeds of the sale of Optionee153s Shares shall
automatically be applied to the outstanding balance of Optionee153s indebtedness.

10. Compliance with Laws and
Regulations.

(a) The exercise of this Option and the issuance of the Option Shares upon
such exercise shall be subject to compliance by the Company and Optionee with
all applicable laws, regulations and rules relating thereto, including all
applicable regulations of any stock exchange (or the Nasdaq Global Select
Market, if applicable) on which the Shares may be listed for trading at the time
of such exercise and issuance.

(b) The inability of the Company to obtain approval from any regulatory body
having authority deemed by the Company to be necessary to the lawful issuance
and sale of any Shares pursuant to this Option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Shares as to which
such approval shall not have been obtained. The Company, however, shall use its
best efforts to obtain all such approvals.

11. Successors and Assigns. Except
to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and Optionee, Optionee153s assigns and the legal
representatives, heirs and legatees of Optionee153s estate.

12. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the Company at the Company153s principal corporate offices or to the Optionee at
the address maintained for the Optionee in the Company153s records or, in either
case, as subsequently modified by written notice to the other party.

13. Financing. The Committee may, in
its absolute discretion and without any obligation to do so, permit Optionee to
pay the Exercise Price for the purchased Option Shares by delivering a
full-recourse promissory note payable to the Company. The terms of any such
promissory note (including the interest rate, the requirements for collateral
and the terms of repayment) shall be established by the Committee in its sole
discretion.

14. Construction. The Notice, this
Agreement, and the Option evidenced hereby (a) are made and granted pursuant to
the Plan and are in all respects limited by and subject to the terms of the
Plan, and (b) constitute the entire agreement between Optionee and the Company
on the subject matter hereof and supercede all proposals, written or oral, and
all other communications between the parties related to the subject matter. All
decisions of the Committee with respect to any question or issue arising under
the Notice, this Agreement or the Plan shall be conclusive and binding on all
persons having an interest in this Option.

15. Governing Law. The
interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the State of California without resort to the conflict of laws
principles thereof.

16. Excess Shares. If the Option
Shares covered by this Agreement exceed, as of the Grant Date, the number of
Shares which may without shareholder approval be issued under the Plan, then
this Option shall be void with respect to those excess shares, unless
shareholder approval of an amendment sufficiently increasing the number of
Shares issuable under the Plan is obtained in accordance with the provisions of
the Plan and all applicable laws, regulations and rules.

17. Additional Terms Applicable to an Incentive
Stock Options. In the event this Option is designated an Incentive
Stock Option in the Notice, the following terms and conditions shall also apply
to the Option:

(a) This Option shall cease to qualify for favorable tax treatment as an
Incentive Stock Option if (and to the extent) this Option is exercised for one
or more Option Shares: (A) more than three (3) months after the date Optionee
ceases to be an Employee for any reason other than death or Disability or
(B) more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Disability.

(b) Even if this Option is designated as an Incentive Stock Option, if the
Shares subject to this Option (and all other Incentive Stock Options granted to
Optionee by the Company or any Parent or Subsidiary, including under other plans
of the Company) that first become exercisable in any calendar year have an
aggregate Fair Market Value (determined for each Share as of the date of grant
of the option covering such Share) in excess of $100,000, the Shares in excess
of $100,000 shall be treated as subject to a Nonstatutory Stock Option in
accordance all applicable laws, regulations and rules.

18. Leave of Absence. Unless
otherwise determined by the Committee, the following provisions shall apply upon
the Optionee153s commencement of an authorized leave of absence:

(a) The Exercise Schedule in effect under the Notice shall be frozen as of
the first day of the authorized leave, and this Option shall not become
exercisable for any additional installments of the Option Shares during the
period Optionee remains on such leave.

(b) If the Option is designated as an Incentive Stock Option in the Notice
and if the leave of absence continues for more than ninety (90) days, then this
Option shall automatically convert to a Nonstatutory Stock Option at the end of
the three (3)-month period measured from the ninety-first (91st) day of such
leave, unless the Optionee153s right to return to active work is guaranteed by law
or by a contract.

(c) In no event shall this Option become exercisable for any additional
Option Shares or otherwise remain outstanding if Optionee does not resume
Service prior to the Expiration Date of the Option term.

19. Further Instruments. The parties
agree to execute such further instruments and to take such further action as may
be reasonably necessary to carry out the purposes and intent of this Agreement.

20. Authorization to Release Necessary Personal
Information.

(a) Optionee hereby authorizes and directs Optionee153s employer to collect,
use and transfer in electronic or other form, any personal information (the
“Data”) regarding Optionee153s employment, the nature and amount of Optionee153s
compensation and the fact and conditions of Optionee153s participation in the Plan
(including, but not limited to, Optionee153s name, home address, telephone number,
date of birth, social security number (or any other social or national
identification number), salary, nationality, job title, number of Shares held
and the details of all options or any other entitlement to Shares awarded,
cancelled, exercised, vested, unvested or outstanding) for the purpose of
implementing, administering and managing Optionee153s participation in the Plan.
Optionee understands that the Data may be transferred to the Company or any of
its Subsidiaries, or to any third parties assisting in the implementation,
administration and management of the Plan, including any requisite transfer to a
broker or other third party assisting with the exercise of Options under the
Plan or with whom Shares acquired upon exercise of this Option or cash from the
sale of such shares may be deposited. Optionee acknowledges that recipients of
the Data may be located in different countries, and those countries may have
data privacy laws and protections different from those in the country of
Optionee153s residence. Furthermore, Optionee acknowledges and understands that
the transfer of the Data to the Company or any of its Subsidiaries, or to any
third parties is necessary for Optionee153s participation in the Plan.

(b) Optionee may at any time withdraw the consents herein, by

contacting Optionee153s local human resources representative in writing.
Optionee further acknowledges that withdrawal of consent may affect Optionee153s
ability to exercise or realize benefits from the Option, and Optionee153s ability
to participate in the Plan.

21. No Entitlement or Claims for
Compensation.

(a) Optionee153s rights, if any, in respect of or in connection with this
Option or any other Award is derived solely from the discretionary decision of
the Company to permit Optionee to participate in the Plan and to benefit from a
discretionary Award. By accepting this Option, Optionee expressly acknowledges
that there is no obligation on the part of the Company to continue the Plan
and/or grant any additional Awards to Optionee. This Option is not intended to
be compensation of a continuing or recurring nature, or part of Optionee153s
normal or expected compensation, and in no way represents any portion of a
Optionee153s salary, compensation, or other remuneration for purposes of pension
benefits, severance, redundancy, resignation or any other purpose.

(b) Neither the Plan nor this Option or any other Award granted under the
Plan shall be deemed to give Optionee a right to remain an Employee, Consultant
or director of the Company, a Parent or a Subsidiary or an Affiliate. The
Company and its Parents and Subsidiaries and Affiliates reserve the right to
terminate the Service of Optionee at any time, with or without cause, and for
any reason, subject to applicable laws, the Company153s Articles of Incorporation
and Bylaws and a written employment agreement (if any), and Optionee shall be
deemed irrevocably to have waived any claim to damages or specific performance
for breach of contract or dismissal, compensation for loss of office, tort or
otherwise with respect to the Plan, this Option or any outstanding Award that is
forfeited and/or is terminated by its terms or to any future Award.

(c) Optionee agrees that the Company may require Options granted hereunder be
exercised with, and the Option Shares held by, a broker designated by the
Company. In addition, Optionee agrees that his or her rights hereunder shall be
subject to set-off by the Company for any valid debts the Optionee owes to the
Company.

CISCO SYSTEMS, INC.

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) made to
purchase shares of Cisco Systems, Inc. (the “Company”) common stock:

Optionee:

Grant Date:

Type of Option: U.S. Nonstatutory Stock Option

Grant Number:

Number of Option Shares:

Exercise Price: $ per share

First Vest Date:

Expiration Date:

Exercise Schedule. So long as Optionee153s Service
continues, the Option shall vest and become exercisable with respect to
(i) percent ( %) of the option shares, as
set forth above (the “Option Shares”) on the First Vest Date as set forth above
and (ii) the balance of the Option Shares in
installments upon Optionee153s completion of each additional
of Service over the
period measured from the First Vest Date. In no
event shall the Option vest and become exercisable for any additional Option
Shares after Optionee153s cessation of Service.

Should Optionee request a reduction to his or her work commitment to less
than thirty (30) hours per week, then the Company shall have the right to extend
the period over which the Option shall thereafter vest and become exercisable
for the Option Shares during the remainder of the Option term to the extent
permitted under local law. In no event shall any extension of the exercise
schedule, as set forth above (“Exercise Schedule”) for the Option Shares result
in the extension of the expiration date, as set forth above, (“Expiration Date”)
of the Option.

No Employment or Service Contract. Nothing in this
Notice or in the attached Agreement or in the Plan shall confer upon Optionee
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any Parent, Subsidiary or Affiliate employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee153s Service at any time for any reason, with or without cause to the
extent permissible under local law.

Definitions. All capitalized terms in this Notice
shall have the meaning assigned to them in this Notice, the attached Agreement
or the Plan.

STOCK OPTION AGREEMENT

Recitals

A. The Board has adopted the Plan for the purpose of retaining the services
of selected Employees, non-employee members of the Board and Consultants.

B. Optionee is to render valuable services to the Company (or a Parent,
Subsidiary or Affiliate), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the Company153s
grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to
them in this Agreement, the attached Notice of Grant of Stock Option (the
“Notice”), or the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. The Company
hereby grants to Optionee, as of the grant date, as set forth in the Notice,
(the “Grant Date”) an option to purchase up to the number of Option Shares
specified in the Notice. The Option Shares shall be purchasable from time to
time during the Option term specified in Paragraph 2 at the Exercise Price
specified in the Notice.

2. Option Term. This Option shall
have a maximum term of years [not to exceed ten (10)
years] measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 4, 5 or 6.

(i) Should Optionee cease to remain in Service for any reason (other than
death, Disability or Cause and whether or not in breach of local labor laws)
while this Option is outstanding, then Optionee shall have a period of three
(3) months (commencing with the date of such cessation of Service) during which
to exercise this Option, but in no event shall this Option be exercisable at any
time after the Expiration Date.

(ii) If Optionee dies while this Option is outstanding, then the Optionee153s
designated beneficiary or, if no beneficiary was designated or properly
designated or, if no designated beneficiary survives the Optionee, the
Optionee153s estate (to the extent reasonably determinable) or other individual or
entity entitled to receive the Option under applicable local law shall have the
right to exercise this Option. Such right shall lapse, and this Option shall
cease to be outstanding, upon the earlier of (A) the expiration of the eighteen
(18) month period measured from the date of Optionee153s death or (B) the
Expiration Date. Optionee may only make a beneficiary designation with respect
to this Option if the Company has approved a process or procedure for such
beneficiary designation for the local jurisdiction within which Optionee
performs services for the Company or a Parent, Subsidiary or Affiliate. If no
such beneficiary designation process or procedure has been approved by the
Company, then, in the event of Optionee153s death, this Option may only be
exercised by the Optionee153s estate (to the extent reasonably determinable) or
other individual or entity entitled to receive the Option under applicable local
law.

(iv) During the limited period of post-Service exercisability, this Option
may not be exercised in the aggregate for more than the number of vested Option
Shares for which the Option is exercisable at the date the Optionee ceases to
actively provide Service (not extended by any notice period mandated under local
law). Upon the expiration of such limited exercise period or (if earlier) upon
the Expiration Date, this Option shall terminate and cease to be outstanding for
any vested Option Shares for which the Option has not been exercised. However,
this Option shall, immediately as of the date the Optionee ceases to actively
provide Service for any reason, terminate and cease to be outstanding with
respect to any Option Shares in which Optionee is not otherwise at that time
vested or for which this Option is not otherwise at that time exercisable.

(v) Should Optionee153s Service be terminated for Cause or should Optionee
otherwise engage in activities constituting Cause while this Option is

outstanding, then this Option shall terminate immediately and cease to remain
outstanding. In the event Optionee153s Service is suspended pending an
investigation of whether Optionee153s Service will be terminated for Cause, all
Optionee153s rights under the Option, including the right to exercise the Option,
shall be suspended during the investigation period.

(vi) For purposes of this Paragraph 5, in the event of Optionee153s cessation
of Service, Optionee153s right to receive additional options or to vest in the
Option will end as of the date the Optionee is no longer actively providing
Service and will not be extended by any notice period mandated under local law
(e.g., active Service would not include any period of “garden leave” or
similar period pursuant to local law); the Company shall have the exclusive
discretion to determine when an Optionee is no longer actively providing Service
for purposes of this Option.

6. Special Acceleration of
Option.

become vested and exercisable for all of the Option Shares at the time
subject to this Option and may be exercised for any or all of those Option
Shares as fully-vested Shares. This Option shall remain so exercisable until the
Expiration Date or sooner termination of the Option term.

9. Manner of Exercising Option.

(i) Pay the aggregate Exercise Price for the purchased Shares in one or more
of the following forms:

(A) cash or check which, in the Company153s sole discretion, shall be made
payable to a Company-designated brokerage firm or the Company; and

(B) as permitted by applicable law, through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising
the Option) shall concurrently provide irrevocable written instructions (I) to a
Company-designated brokerage firm (or in the case of an executive officer or
Board member of the Company, an Optionee-designated brokerage firm) to effect
the immediate sale of the purchased Shares and remit to the Company, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased Shares plus, if applicable,
the amount necessary to satisfy the Company153s (or a Parent153s, Subsidiary153s or
Affiliate153s) withholding obligations

(including income tax, social taxes or insurance contributions, payroll tax,
payment on account or other tax items related to Optionee153s participation in the
Plan and legally applicable to Optionee (“Tax-Related Items”)) and (II) to the
Company to deliver the purchased Shares directly to such brokerage firm in order
to complete the sale transaction.

(ii) Furnish to the Company appropriate documentation that the person or
persons exercising the Option (if other than Optionee) have the right to
exercise this Option.

(iii) Make appropriate arrangements with the Company (or a Parent, Subsidiary
or Affiliate employing or retaining Optionee) for the satisfaction of all
withholding or other obligations related to Tax-Related Items applicable to the
Option grant, vesting, exercise or the sale of Shares, as applicable.

(b) As soon as practical after the exercise date, the Company shall issue to
or on behalf of Optionee (or any other person or persons exercising this Option)
the purchased Option Shares, (as evidenced by an appropriate entry on the books
of the Company or a duly authorized transfer agent of the Company), subject to
the appropriate legends and/or stop transfer instructions.

(d) Notwithstanding any other provisions of the Plan, this Agreement or any
other agreement to the contrary, if at the time this Option is exercised,
Optionee is indebted to the Company (or any Parent, Subsidiary or Affiliate) for
any reason, the following actions shall be taken, as deemed appropriate by the
Committee:

(i) any Shares to be issued upon such exercise shall automatically be pledged
against Optionee153s outstanding indebtedness; and

10. Responsibility for Taxes.

(a) Optionee authorizes the Company and/or the Optionee153s employer (the
“Employer”) or their respective agents, at their discretion, to satisfy any
obligations related to Tax-Related Items by one or a combination of the
following: (1) withholding all applicable Tax-Related Items from Optionee153s
wages or other cash compensation paid to Optionee by the Company and/or the
Employer; (2) withholding from proceeds of the sale of Shares acquired upon
exercise of the Option either through a voluntary sale (specifically including
where this Option is exercised in accordance with subparagraph 9(a)(i)(B) above)
or through a mandatory sale arranged by the Company (on Optionee153s behalf
pursuant to this authorization); or (3) withholding of Shares that would
otherwise be issued upon exercise of the Option. To avoid financial accounting
charges under applicable accounting guidance, the Company may withhold or
account for Tax-Related

Items by considering applicable minimum statutory withholding rates or may
take any other action required to avoid financial accounting charges under
applicable accounting guidance. Finally, Optionee must pay to the Company or the
Employer any amount of Tax-Related Items that the Company or the Employer may be
required to withhold or account for as a result of Optionee153s participation in
the Plan or Optionee153s purchase of Shares that cannot be satisfied by the means
previously described. The Company may refuse to honor the exercise and refuse to
issue or deliver the Shares or the proceeds of the sale of the Shares if
Optionee fails to comply with Optionee153s obligations in connection with the
Tax-Related Items as described in this Paragraph.

(b) Regardless of any action the Company or the Employer takes with respect
to any or all Tax-Related Items, Optionee acknowledges that the ultimate
liability for all Tax-Related Items is and remains Optionee153s responsibility and
may exceed the amount actually withheld by the Company or the Employer. Optionee
further acknowledges that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Option, including the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such
exercise and the receipt of any dividends; and (2) do not commit to and are
under no obligation to structure the terms of the grant or any aspect of the
Option to reduce or eliminate Optionee153s liability for Tax-Related Items or
achieve any particular tax result. Further, if Optionee becomes subject to
taxation in more than one jurisdiction between the Grant Date and the date of
any relevant taxable event, Optionee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.

11. Compliance with Laws and
Regulations.

12. Successors and Assigns. Except
to the extent otherwise provided in Paragraphs 3, 5 and 6, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and Optionee, Optionee153s assigns and the legal
representatives, heirs and legatees of Optionee153s estate.

13. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the mail, as
certified or registered mail, with postage prepaid, and addressed to the Company
at the Company153s principal corporate offices or to the Optionee at the address
maintained for the Optionee in the Company153s records or, in either case, as
subsequently modified by written notice to the other party.

15. Governing Law and Forum. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to the conflict of laws principles thereof.
For purposes of litigating any dispute that may arise directly or indirectly
from this Agreement, the parties hereby submit and consent to litigation in the
exclusive jurisdiction of the State of California and agree that any such
litigation shall be conducted only in the courts of California or the federal
courts for the United States for the Northern District of California and no
other courts.

17. Leave of Absence. Unless
otherwise determined by the Committee, to the extent permitted by local law, the
following provisions shall apply upon the Optionee153s commencement of an
authorized leave of absence:

(b) In no event shall this Option become exercisable for any additional
Option Shares or otherwise remain outstanding if Optionee does not resume
Service prior to the Expiration Date of the Option term.

18. Further Instruments. The parties
agree to execute such further instruments and to take such further action as may
be reasonably necessary to carry out the purposes and intent of this Agreement.

19. Authorization to Release and Transfer
Necessary Personal Information.

(a) Optionee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Optionee153s
personal information as described in this Agreement by and among, as applicable,
the Employer, and the Company and its Parent, Subsidiaries and Affiliates for
the exclusive purpose of implementing, administering and managing Optionee153s
participation in the Plan.

(b) Optionee understands that the Company and the Employer may
hold certain personal information about Optionee, including, but not limited to,
Optionee153s name, home address and telephone number, date of birth, social
insurance number (or any other social or national identification number),
salary, nationality, job title, residency status, any Shares or directorships
held in the Company, details of all options or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding (the “Data”) for
the purpose of implementing, administering and managing the Optionee153s
participation in the Plan. Optionee understands that Data may be transferred to
the Company or any of its Parent, Subsidiaries or Affiliates, or to any third
parties assisting in the implementation, administration and management of the
Plan, that these recipients may be located in Optionee153s country or elsewhere,
including outside the European Economic Area, and that the recipient153s country
(e.g., the United States) may have different data privacy laws and protections
than Optionee153s country. Optionee understands that Optionee may request a list
with the names and addresses of any potential recipients of the Data by
contacting Optionee153s local human resources representative. Optionee authorizes
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purposes of implementing, administering
and managing Optionee153s participation in the Plan, including any requisite
transfer of such Data to a broker or other third party assisting with the
administration of the Option under the Plan or with whom Shares acquired
pursuant to these Options or cash from the sale of such Shares may be deposited.
Furthermore, you acknowledge and understand that the transfer of the Data to the
Company or any of its Parent, Subsidiaries or Affiliates, or to any third
parties is necessary for your participation in the Plan.

(c) Optionee understands that Data will be held only as long as
is necessary to implement, administer and manage Optionee153s participation in the
Plan. Optionee understands that Optionee may, at any time, view the Data,
request additional information about the storage and processing of the Data,
require any necessary amendments to the Data or refuse or withdraw the consents
herein by contacting Optionee153s local human resources representative in writing.
Optionee further acknowledges that withdrawal of consent may affect Optionee153s
ability to vest in or realize benefits from the Options, and Optionee153s ability
to participate in the Plan. For

more information on the consequences of Optionee153s refusal to
consent or withdrawal of consent, Optionee understands that Optionee may contact
Optionee153s local human resources representative.

20. No Entitlement or Claims for
Compensation.

(a) Optionee153s rights, if any, in respect of or in connection with this
Option or any other Award are derived solely from the discretionary decision of
the Company to permit Optionee to participate in the Plan and to benefit from a
discretionary Award. The Plan may be amended, suspended or terminated by the
Company at any time, unless otherwise provided in the Plan and this Agreement.
By accepting this Option, Optionee expressly acknowledges that there is no
obligation on the part of the Company to continue the Plan and/or grant any
additional Awards to Optionee or benefits in lieu of Options or any other Awards
even if Options have been granted repeatedly in the past. All decisions with
respect to future Option grants, if any, will be at the sole discretion of the
Committee.

(b) This Option and the Shares subject to the Option are not intended to
replace any pension rights or compensation and are not to be considered
compensation of a continuing or recurring nature, or part of Optionee153s normal
or expected compensation, and in no way represent any portion of Optionee153s
salary, compensation or other remuneration for any purpose, including but not
limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the
Employer or any Parent, Subsidiary or Affiliate. The value of the Option and the
Shares subject to the Option are an extraordinary item that do not constitute
compensation of any kind for services of any kind rendered to the Company, the
Employer or any Parent, Subsidiary or Affiliate and which are outside the scope
of Optionee153s written employment agreement (if any).

(d) Neither the Plan nor this Option or any other Award granted under the
Plan shall be deemed to give Optionee a right to remain an Employee, Consultant
or director of the Company, a Parent, Subsidiary or an Affiliate. The Employer
reserves the right to terminate the Service of Optionee at any time, with or
without cause, and for any reason, subject to applicable laws, the Company153s
Articles of Incorporation and Bylaws and a written employment agreement (if
any).

(e) The grant of the Option and Optionee153s participation in the Plan will not
be interpreted to form an employment contract or relationship with the Company,
the Employer or any Parent, Subsidiary or Affiliate.

(f) The future value of the underlying Shares is unknown and cannot be
predicted with certainty. If the underlying Shares do not increase in value, the
Option

will have no value. If Optionee exercises the Option and obtains Shares, the
value of the Shares acquired upon exercise may increase or decrease in value,
even below the Exercise Price. Optionee also understands that neither the
Company, nor the Employer or any Parent, Subsidiary or Affiliate is responsible
for any foreign exchange fluctuation between the Employer153s local currency and
the United States Dollar that may affect the value of this Option.

(g) In consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from forfeiture of the Option resulting from
termination of Optionee153s Service by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and Optionee
irrevocably releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, Optionee shall be deemed irrevocably to
have waived Optionee153s entitlement to pursue such claim.

(h) Optionee agrees that the Company may require Options granted hereunder be
exercised with, and the Option Shares held by, a broker designated by the
Company.

(i) Optionee agrees that his or her rights hereunder (if any) shall be
subject to set-off by the Company for any valid debts the Optionee owes to the
Company.

(j) The Option and the benefits under the Plan, if any, will not
automatically transfer to another company in the case of a merger, take-over or
transfer of liability.

21. No Advice Regarding Grant. The
Company and the Employer have not provided any tax, legal or financial advice,
nor has the Company or the Employer made any recommendations regarding
Optionee153s participation in the Plan, or Optionee153s acquisition or sale of the
underlying Shares. Optionee is hereby advised to consult with Optionee153s own
personal tax, legal and financial advisors regarding Optionee153s participation in
the Plan before taking any action related to the Plan.

22. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to
Optionee153s current or future participation in the Plan by electronic means or to
request Optionee153s consent to participate in the Plan by electronic means.
Optionee hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the
Company.

23. Language. If this Agreement or
any other document related to the Plan is translated into a language other then
English and the meaning of the translated version is different from the English
version, the English version will take precedence.

24. Appendix. Notwithstanding any
provisions in this Agreement, the Option shall be subject to any special terms
and conditions set forth in any Appendix to this

Agreement for Optionee153s country of residence. Moreover, if Optionee
relocates to one of the countries included in the Appendix, the special terms
and conditions for such country will apply to Optionee, to the extent the
Company determines that the application of such terms and conditions is
necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. The Appendix constitutes part of this Agreement.

25. Imposition of Other
Requirements. The Company reserves the right to impose other
requirements on Optionee153s participation in the Plan, on the Option and on any
Shares acquired under the Plan, to the extent the Company determines it is
necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. Optionee agrees to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing. Furthermore,
Optionee acknowledges that the laws of the country in which Optionee is working
at the time of grant, vesting and exercise of the Option or the sale of Shares
received pursuant to this Agreement (including any rules or regulations
governing securities, foreign exchange, tax, labor, or other matters) may
subject Optionee to additional procedural or regulatory requirements that
Optionee is and will be solely responsible for and must fulfill.

CISCO SYSTEMS, INC.

STOCK GRANT AGREEMENT

This Stock Grant Agreement (the “Agreement”) is made and entered into as of
the Grant Date (as defined below) by and between Cisco Systems, Inc., a
California corporation (the “Company”), and you pursuant to the Cisco Systems,
Inc. 2005 Stock Incentive Plan (the “Plan”). The material terms of this Stock
Grant Award are as follows:


Employee ID:

Grant Date:

Grant Number:

Restricted Shares:

First Vest Date:

, 20 (the first annual anniversary of the vesting commencement
date)

To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the Plan. In the event of a
conflict between the terms and provisions of the Plan and the terms and
provisions of this Agreement, the Plan terms and provisions shall prevail.

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Shares. Pursuant to
the Plan, the Company hereby transfers to you, and you hereby accept from the
Company, a Stock Grant Award consisting of the Restricted Shares, on the terms
and conditions set forth herein and in the Plan.

2. Vesting of Restricted Shares. So
long as your Service continues, the Restricted Shares shall vest in accordance
with the following schedule: percent ( %)
of the total number of Restricted Shares issued pursuant to this Agreement shall
vest on the First Vest Date and on each annual anniversary thereafter, unless
otherwise provided by the Plan or Section 3 below. In the event of the
termination of your Service for any reason, all unvested Restricted Shares shall
be immediately forfeited without consideration. For purposes of facilitating the
enforcement of the provisions of this Section 2, the Company may issue
stop-transfer instructions on the Restricted Shares to the Company153s transfer
agent, or otherwise hold the Restricted Shares in escrow, until the Restricted
Shares have vested and you have satisfied all applicable obligations with
respect to the Restricted Shares, including any applicable tax withholding
obligations set forth in Section 5 below. Any new, substituted or additional
securities or other property which is issued or distributed with respect to the
unvested Restricted Shares shall be subject to the same terms and conditions as
are applicable to the unvested Restricted Shares under this Agreement and the
Plan.

3. Special
Acceleration.

(a) To the extent the Restricted Shares are outstanding at the time of a
Corporate Transaction, but not otherwise fully vested, such Restricted Shares
shall automatically accelerate immediately prior to the effective date of the
Corporate Transaction and shall become vested in full at that time. No such
acceleration, however, shall occur if

and to the extent: (i) this Stock Grant Agreement is, in connection with the
Corporate Transaction, assumed by the successor corporation (or parent thereof),
or (ii) the Restricted Shares are replaced with a cash incentive program of the
successor corporation which preserves the Fair Market Value of the Restricted
Shares at the time of the Corporate Transaction and provides for subsequent
pay-out in accordance with the vesting schedule set forth in Section 2 above.

(b) Immediately following the effective date of the Corporate Transaction,
this Stock Grant Agreement shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof) in
connection with the Corporate Transaction.

(c) If this Stock Grant Agreement is assumed in connection with a Corporate
Transaction, then the Committee shall appropriately adjust the number of shares
and the kind of shares or securities covered by this Stock Grant Agreement
immediately after such Corporate Transaction.

(d) To the extent the Restricted Shares are outstanding at the time of a
Change in Control but not otherwise fully vested, such Restricted Shares shall
automatically accelerate immediately prior to the effective date of the Change
in Control and shall become vested in full at that time.

(e) This Stock Grant Agreement shall not in any way affect the right of the
Company to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

4. Restriction on Election to Recognize Income in
the Year of Grant. Under Section 83 of the Code, the Fair Market
Value of the Restricted Shares on the date the Restricted Shares vest will be
taxable as ordinary income at that time. You understand, acknowledge and agree
that, as a condition to the grant of this Award, you may not elect to be taxed
at the time the Restricted Shares are acquired by filing an election under
Section 83(b) of the Code with the Internal Revenue Service.

5. Withholding Taxes. You agree to
make arrangements satisfactory to the Company for the satisfaction of any
applicable withholding tax obligations that arise in connection with the
Restricted Shares which, at the sole discretion of the Company, may include (i)
having the Company withhold Shares from the Restricted Shares held in escrow, or
(ii) any other arrangement approved by the Company, in any case, equal in value
to the amount necessary to satisfy any such withholding tax obligation. Such
Shares shall be valued based on the Fair Market Value as of the day prior to the
date that the amount of tax to be withheld is to be determined under applicable
law. The Company shall not be required to release the Restricted Shares from the
stop-transfer instructions or escrow unless and until such obligations are
satisfied.

YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU
SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY STOCK GRANT AWARD. NOTHING
STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE
PURPOSE OF AVOIDING TAXPAYER PENALTIES.

7. Non-Transferability of Restricted
Shares. Restricted Shares which have not vested pursuant to Section
2 above shall not be anticipated, assigned, attached, garnished, optioned,
transferred or made subject to any creditor153s process, whether voluntarily or
involuntarily or by the operation of law. However, this Section 7 shall not
preclude you from designating a beneficiary who will receive any vested
Restricted Shares in the event of the your death, nor shall it preclude a
transfer of vested Restricted Shares by will or by the laws of descent and
distribution.

8. Restriction on Transfer.
Regardless of whether the transfer or issuance of the Restricted Shares has been
registered under the Securities Act or has been registered or qualified under
the securities laws of any state, the Company may impose additional restrictions
upon the sale, pledge, or other transfer of the Restricted Shares (including the
placement of appropriate legends on stock certificates and the issuance of
stop-transfer instructions to the Company153s transfer agent) if, in the judgment
of the Company and the Company153s counsel, such restrictions are necessary in
order to achieve compliance with the provisions of the Securities Act, the
securities laws of any state, or any other law.

9. Stock Certificate Restrictive
Legends. Stock certificates evidencing the
Restricted Shares may bear such restrictive legends as the Company and the
Company153s counsel deem necessary under applicable law or pursuant to this
Agreement.

10. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Restricted Shares may be conditioned
upon you making certain representations, warranties, and acknowledgments
relating to compliance with applicable securities laws.

11. Voting and Other Rights. Subject
to the terms of this Agreement, you shall have all the rights and privileges of
a shareholder of the Company while the Restricted Shares are subject to
stop-transfer instructions, or otherwise held in escrow, including the right to
vote and to receive dividends (if any).

12. Authorization to Release Necessary Personal
Information.

any of its Subsidiaries, or to any third parties assisting in the
implementation, administration and management of the Plan, including any
requisite transfer to a broker or other third party assisting with the
administration of this Stock Grant Award under the Plan or with whom Shares
acquired pursuant to this Stock Grant Award or cash from the sale of such shares
may be deposited. You acknowledge that recipients of the Data may be located in
different countries, and those countries may have data privacy laws and
protections different from those in the country of your residence. Furthermore,
you acknowledge and understand that the transfer of the Data to the Company or
any of its Subsidiaries, or to any third parties is necessary for your
participation in the Plan.

(b) You may at any time withdraw the consents herein by contacting your local
human resources representative in writing. You further acknowledge that
withdrawal of consent may affect your ability to exercise or realize benefits
from this Stock Grant Award, and your ability to participate in the Plan.

13. No Entitlement or Claims for
Compensation.

(a) Your rights, if any, in respect of or in connection with this Stock Grant
Award or any other Award is derived solely from the discretionary decision of
the Company to permit you to participate in the Plan and to benefit from a
discretionary Award. By accepting this Stock Grant Award, you expressly
acknowledge that there is no obligation on the part of the Company to continue
the Plan and/or grant any additional Awards to you. This Stock Grant Award is
not intended to be compensation of a continuing or recurring nature, or part of
your normal or expected compensation, and in no way represents any portion of a
your salary, compensation, or other remuneration for purposes of pension
benefits, severance, redundancy, resignation or any other purpose.

(b) Neither the Plan nor this Stock Grant Award or any other Award granted
under the Plan shall be deemed to give you a right to remain an Employee,
Consultant or director of the Company, a Parent, a Subsidiary or an Affiliate.
The Company and its Parents and Subsidiaries and Affiliates reserve the right to
terminate your Service at any time, with or without cause, and for any reason,
subject to applicable laws, the Company153s Articles of Incorporation and Bylaws
and a written employment agreement (if any), and you shall be deemed irrevocably
to have waived any claim to damages or specific performance for breach of
contract or dismissal, compensation for loss of office, tort or otherwise with
respect to the Plan, this Stock Grant Award or any outstanding Award that is
forfeited and/or is terminated by its terms or to any future Award.

(c) You agree that the Company may require that Restricted Shares be held by
a broker designated by the Company. In addition, you agree that your rights
hereunder shall be subject to set-off by the Company for any valid debts you owe
the Company.

14. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

15. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by

confirmed email, telegram, or fax or forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the Company at the Company153s principal corporate
offices or to you at the address maintained for you in the Company153s records or,
in either case, as subsequently modified by written notice to the other party.

16. Binding Effect. Subject to the
limitations set forth in this Agreement, this Agreement shall be binding upon,
and inure to the benefit of, the executors, administrators, heirs, legal
representatives, successors, and assigns of the parties hereto.

17. Severability. If any provision
of this Agreement is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of the
parties to the extent possible. In any event, all other provisions of this
Agreement shall be deemed valid and enforceable to the full extent possible.

CISCO SYSTEMS, INC.

PERFORMANCE-BASED STOCK UNIT AGREEMENT

This Performance-Based Stock Unit Agreement (the “Agreement”) is made and
entered into as of the Grant Date (as defined below) by and between Cisco
Systems, Inc., a California corporation (the “Company”), and you pursuant to the
Cisco Systems, Inc. 2005 Stock Incentive Plan (the “Plan”). The material terms
of this Stock Unit Award are as follows:


Employee ID:

Grant Date:

Grant Number:

Target Amount of Performance-Based Stock Units:

Vest Date:

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Performance-Based Stock Units. Pursuant to the
Plan, the Company hereby grants to you, [subject to the approval by the
stockholders of the Company of the amendment and restatement of the Plan,] and
you hereby accept from the Company, Performance-Based Stock Units, each of which
is a bookkeeping entry representing the equivalent in value of one (1) Share, on
the terms and conditions set forth herein and in the Plan. The Target Amount of
Performance-Based Stock Units stated above reflects the target number of
Performance-Based Stock Units (the “Target Amount”). The number of
Performance-Based Stock Units ultimately paid out to you will range from
% to % of the Target Amount as determined
based upon the Company153s performance during the performance period against the
performance goals as set forth in Exhibit A.

2. Vesting of Performance-Based Stock Units. So long
as your Service continues and subject to, and to the extent of, the satisfaction
of the performance goals as set forth in Exhibit A, the Performance-Based
Stock Units shall vest in accordance with the following schedule:
( %) of the total
number of Performance-Based Stock Units earned, if any, pursuant to the
satisfaction of the performance goals in Exhibit A shall vest on the Vest
Date, unless otherwise provided by the Plan or Sections 3(b) or 4 below. If you
take a leave of absence, the Company may, at its discretion and to the extent
permitted under applicable local law, either suspend vesting during the period
of leave or pro-rate the Performance-Based Stock Units, notwithstanding the
Company153s Vesting Policy for Leaves of Absence. Prior to the time

that the Performance-Based Stock Units are settled, you shall have no rights
other than those of a general creditor of the Company. The Performance-Based
Stock Units represent an unfunded and unsecured obligation of the Company.

3. Termination of Service.

(a) Except as otherwise provided in Section 3(b) below or Section 4, in the
event of the termination of your Service for any reason (whether or not in
breach of local labor laws), all unvested Performance-Based Stock Units shall be
immediately forfeited without consideration. For purposes of the preceding
sentence, your right to vest in the Performance-Based Stock Units will terminate
effective as of the date that you are no longer actively providing Service (or
earlier upon your “Separation from Service” within the meaning of Code
Section 409A) and will not be extended by any notice period mandated under local
law (e.g., active Service would not include a period of “garden leave”
or similar period pursuant to local law); the Company shall have the exclusive
discretion to determine when you are no longer actively providing Service for
purposes of the Performance-Based Stock Units.

(b) In the event that you resign or your Service is terminated for any reason
other than Cause on or after the date that (x) you have attained at least
( ) years of age and (y) your
age plus your years of Service is at least equal to
( ), and so long as such
resignation or the termination of your Service occurs no earlier than the
anniversary of the Grant Date (the satisfaction of the
aforementioned conditions is referred to herein as “Retirement”¹),
all unvested Performance-Based Stock Units may be earned pursuant to the
satisfaction of the performance goals in Exhibit A, and shall vest in
accordance with the vesting schedule set forth in Section 2 above, determined as
if your Service had continued after your resignation or termination of Service,
and shall be settled in accordance with Section 5(a); provided that any
unsettled or unvested Performance-Based Stock Units shall be forfeited without
consideration immediately upon the breach of any of the following conditions:

(i) Unless prohibited by applicable law, you shall render, as an independent
advisor or consultant and not as an Employee, such advisory or consulting
services to the Company (or any Parent, Subsidiary or Affiliate) as shall
reasonably be requested by the Company (or any Parent, Subsidiary or Affiliate),
and such services shall not be terminated for Cause (for purposes of clarity,
any request to provide such advisory or consulting services to the Company (or
any Parent, Subsidiary or Affiliate) shall not be considered a continuation of
“Service” unless the Company specifically provides that the continuation of
services is a continuation of “Service” for purposes of this Section 3(b)).

(ii) For a period of ( ) beginning on the
date of your termination of Service or during any period in which you provide
independent advisory or consulting services to the Company (or any Parent,
Subsidiary or Affiliate), you shall not directly or indirectly, individually or
on behalf of other persons or entities, intentionally solicit or induce (a) any

If you are subject to the employment protections of a country
within the European Economic Area because you reside in such country or are
otherwise subject thereto, “Retirement” shall mean your years of Service is at
least equal to ( ), regardless
of your age, and the provisions concerning Retirement shall apply to you so long
as the termination of your Service occurs no earlier than the one-year
anniversary of the Grant Date. In all cases, years of Service shall be
determined based on the date you originally provided Service. If you previously
terminated Service, but subsequently returned to Service prior to the Grant
Date, you will receive credit for your prior Service.

employee of the Company (or any Parent, Subsidiary or Affiliate) to leave the
employee153s employment in order to accept employment with another person or
entity or (b) any customer of the Company (or any Parent, Subsidiary or
Affiliate) with whom you have worked in your capacity as an Employee prior to
your termination of Service whose identity and/or any related information
constitutes protected trade secrets (with such customers determined as of the
date of the termination of your Service, to retain or use any other person or
entity for the purpose of rendering services in competition with the Company (or
any Parent, Subsidiary or Affiliate) or to purchase products from any business
which, in the opinion of the Company (or any Parent, Subsidiary or Affiliate),
competes with or is in conflict with the interests of the Company (or any
Parent, Subsidiary or Affiliate), in either case, unless these restrictions are
prohibited (whether in whole or in part) by applicable law.

(iii) For a period of ( ) beginning on the
date of your termination of Service or during any period in which you provide
independent advisory or consulting services to the Company (or any Parent,
Subsidiary or Affiliate), you shall not render services for any organization or
engage directly or indirectly in any business which, in the opinion of the
Company, competes with or is in conflict with the interests of the Company (or
any Parent, Subsidiary or Affiliate), unless this restriction is prohibited by
applicable law.

(iv) You shall not, without prior written authorization from the Company, use
or disclose any confidential information or trade secrets concerning the Company
(or any Parent, Subsidiary or Affiliate), in each case as determined by the
Committee, and the Committee153s determination shall be conclusive and binding.

(c) Notwithstanding any provisions to the contrary in this Agreement, in the
event of the termination of your Service for Cause or in the event of the
termination for Cause of any independent advisory or consulting services you may
be providing as described in Section 3(b)(i), any unsettled or unvested
Performance-Based Stock Units shall terminate and be forfeited immediately
without consideration.

4. Special Acceleration.

(a) To the extent the Performance-Based Stock Units are outstanding at the
time of a Corporate Transaction, such Performance-Based Stock Units shall
automatically become vested in full at the Target Amount immediately prior to
the effective date of the Corporate Transaction and settled in accordance with
Section 5 below. No such accelerated vesting, however, shall occur if and to the
extent: (i) these Performance-Based Stock Units are, in connection with the
Corporate Transaction, either assumed by the successor corporation (or parent
thereof) or replaced with comparable performance-based stock units of the
successor corporation (or parent thereof), in each case, having a minimum payout
equal to the Target Amount and preserving the settlement provisions set forth in
Section 5 below or (ii) these Performance-Based Stock Units are replaced with a
cash incentive program of the successor corporation which complies with Code
Section 409A and, at a minimum, preserves the fair market value of the
Performance-Based Stock Units at the time of the Corporate Transaction (based on
the Target Amount) and provides for subsequent pay-out in accordance with the
settlement provisions set forth in Section 5 below. The determination of the
comparability of

performance-based stock units under clause (i) shall be made by the
Committee, and such determination shall be final, binding and conclusive.

(b) Immediately following the effective date of the Corporate Transaction,
this Agreement shall terminate and cease to be outstanding, except as set forth
in Section 5 below with respect to the settlement of Performance-Based Stock
Units or to the extent assumed by the successor corporation (or parent thereof)
in connection with the Corporate Transaction.

(c) If this Agreement is assumed in connection with a Corporate Transaction,
then the Committee shall appropriately adjust the number of units and the kind
of shares or securities to be issued pursuant to this Agreement immediately
after such Corporate Transaction.

(d) To the extent the Performance-Based Stock Units are outstanding at the
time of a Change in Control, such Performance-Based Stock Units shall
automatically accelerate immediately prior to the effective date of the Change
in Control and shall become vested in full at the Target Amount at that time and
settled in accordance with Section 5 below.

(e) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

5. Settlement of Performance-Based Stock Units.

(a) General Settlement Terms. The Performance-Based Stock
Units, to the extent earned and vested hereunder (including, without limitation
by reason of Retirement), shall be automatically settled in Shares on the Vest
Date (which constitutes a fixed payment date for purposes of Code Section 409A)
or, if earlier, upon the earliest to occur of the settlement events set forth
below or in the Company153s Vesting Acceleration Policy for Death and Terminal
Illness; it being understood that nothing herein shall limit the Company153s
ability to amend or terminate such policy in its sole discretion and without
your consent.

(b) Corporate Transaction. If, as of the Grant Date, you
have not satisfied and it is not possible for you to satisfy the age and Service
Retirement conditions with respect to this Performance-Based Stock Unit award
and this Performance-Based Stock Unit award is not assumed or replaced as
described in Section 4(a) in connection with a Corporate Transaction, then the
Performance-Based Stock Units shall be automatically settled in Shares
immediately prior to the effective date of the Corporate Transaction instead of
on the Vest Date.

(c) Change in Control. In the event a Change in Control is
consummated prior to the Vest Date and such Change in Control is a permissible
distribution event under Code Section 409A, the Performance-Based Stock Units
shall be automatically settled in Shares immediately prior to the effective date
of the Change in Control. In the event such Change in Control is not a
permissible distribution event under Code Section 409A, the Performance-Based
Stock Units shall be automatically settled in Shares upon the earlier of (i) the
Vest Date or (ii) your Separation from Service that occurs immediately prior to
or at any time after such Change in Control. Notwithstanding the foregoing, if,
as of the Grant Date, you have not satisfied and it is not possible for you to
satisfy the age and Service Retirement conditions with respect to this

Performance-Based Stock Unit award, then such settlement shall in all cases
occur immediately prior the effective date of the Change in Control.

(d) The Company shall have no obligation to issue Shares pursuant to this
Agreement unless and until you have satisfied any applicable tax and/or other
obligations pursuant to Section 6 below and such issuance otherwise complies
with all applicable law.

(e) Notwithstanding anything in this Section 5 or in this Agreement, to the
extent your Performance-Based Stock Units would otherwise be settled upon your
Separation from Service, such settlement shall instead occur upon the Company153s
first business day following the six-month anniversary of your Separation from
Service.

6. Taxes.

(a) Regardless of any action the Company or your employer (the “Employer”)
takes with respect to any and all income tax, social taxes or insurance
contributions, payroll tax, payment on account or other tax-related items
related to your participation in the Plan and legally applicable to you
(“Tax-Related Items”), you acknowledge that the ultimate liability for all
Tax-Related Items with respect to the Performance-Based Stock Units is and
remains your responsibility and may exceed the amount actually withheld by the
Company or the Employer. You further acknowledge that the Company and/or the
Employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Performance-Based
Stock Units, including the grant, vesting or settlement of the Performance-Based
Stock Units, or the subsequent sale of any Shares acquired at vesting or the
receipt of any dividends with respect to such Shares; and (ii) do not commit to
and are under no obligation to structure the terms or any aspect of the
Performance-Based Stock Units to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result. Further, if you become
subject to taxation in more than one jurisdiction between the Grant Date and the
date of any relevant taxable event, you acknowledge that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.

(b) Prior to any relevant tax, withholding or required deduction event, as
applicable, you agree to make arrangements satisfactory to the Company for the
satisfaction of any applicable tax, withholding, required deduction and payment
on account obligations of the Company and/or the Employer that arise in
connection with the Performance-Based Stock Units. In this regard, you authorize
the Company and/or the Employer, or their respective agents, at their
discretion, to satisfy any obligations related to Tax-Related Items by one or a
combination of the following: (1) withholding from your wages or other cash
compensation payable to you by the Company or the Employer; (2) withholding from
proceeds of the sale of Shares acquired upon settlement of the Performance-Based
Stock Units either through a voluntary sale or through a mandatory sale arranged
by the Company (on your behalf pursuant to this authorization); (3) withholding
of Shares that would otherwise be issued upon settlement of the
Performance-Based Stock Units; or (4) requiring you to satisfy the liability for
Tax-Related Items by means of any other arrangement approved by the Company. If
the obligation for Tax-Related Items is satisfied by withholding of Shares, for
tax purposes, you are deemed to have been issued the full number of Shares
subject to the vested Performance-Based Stock Units, notwithstanding that a
number of

the Shares are held back solely for the purpose of paying the Tax-Related
Items due as a result of any aspect of your participation in the Plan. To avoid
financial accounting charges under applicable accounting guidance, the Company
may withhold or account for Tax-Related Items by considering applicable minimum
statutory rates or may take any other action required to avoid financial
accounting charges under applicable accounting guidance.

(c) Finally, you will pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of your participation in the Plan or your acquisition
of Shares that cannot be satisfied by the means previously described. The
Company shall not be required to issue or deliver Shares pursuant to this
Agreement unless and until such obligations are satisfied.

7. Tax and Legal Advice. You represent, warrant and
acknowledge that neither the Company nor your Employer have made any warranties
or representations to you with respect to any Tax-Related Items, legal or
financial consequences of the transactions contemplated by this Agreement, and
you are in no manner relying on the Company, your Employer153s or the Company153s or
the Employer153s representatives for an assessment of such consequences. YOU
UNDERSTAND THAT THE LAWS GOVERNING THIS AWARD ARE SUBJECT TO CHANGE. YOU SHOULD
CONSULT YOUR OWN PROFESSIONAL TAX, LEGAL AND FINANCIAL ADVISOR REGARDING ANY
PERFORMANCE-BASED STOCK UNITS. YOU UNDERSTAND THAT THE COMPANY AND YOUR EMPLOYER
ARE NOT PROVIDING ANY TAX, LEGAL, OR FINANCIAL ADVICE, NOR IS THE COMPANY OR
YOUR EMPLOYER MAKING ANY RECOMMENDATION REGARDING YOUR ACCEPTANCE OF THIS AWARD.
NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR
THE PURPOSE OF AVOIDING TAXPAYER OR OTHER PENALTIES.

8. Non-Transferability of Performance-Based Stock
Units. Performance-Based Stock Units shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor153s process, whether voluntarily or involuntarily or by operation of law.

9. Restriction on Transfer. Regardless of whether the
transfer or issuance of the Shares to be issued pursuant to the
Performance-Based Stock Units has been registered under the Securities Act or
has been registered or qualified under the securities laws of any state, the
Company may impose additional restrictions upon the sale, pledge, or other
transfer of the Shares (including the placement of appropriate legends on stock
certificates and the issuance of stop-transfer instructions to the Company153s
transfer agent) if, in the judgment of the Company and the Company153s counsel,
such restrictions are necessary in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or any other
law including all applicable foreign laws.

10. Restrictive Legends and Stop-Transfer
Instructions. Stock certificates evidencing the Shares issued
pursuant to the Performance-Based Stock Units may bear such restrictive legends
and/or appropriate stop-transfer instructions may be issued to the Company153s
transfer agent as the Company and the Company153s counsel deem necessary under
applicable law or pursuant to this Agreement.

11. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Performance-Based Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable laws.

12. Voting and Other Rights. Subject to the terms of
this Agreement, you shall not have any voting rights or any other rights and
privileges of a stockholder of the Company unless and until the
Performance-Based Stock Units are settled in Shares. In addition, you shall not
have any rights to dividend equivalent payments with respect to
Performance-Based Stock Units.

13. Authorization to Release and Transfer Necessary Personal
Information.

(a) You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal
information as described in this Agreement by and among, as applicable, the
Employer, and the Company and its Parent, Subsidiaries and Affiliates for the
exclusive purpose of implementing, administering and managing your participation
in the Plan.

(b) You understand that the Company and the Employer may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
(or any other social or national identification number), salary, nationality,
job title, residency status, any Shares or directorships held in the Company,
details of all Performance-Based Stock Units or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding (the “Data”) for
the purpose of implementing, administering and managing your participation in
the Plan. You understand that Data may be transferred to the Company or any of
its Parent, Subsidiaries or Affiliates, or to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in your country or elsewhere, including outside the European
Economic Area, and that the recipient153s country (e.g., the United States) may
have different data privacy laws and protections than your country. You
understand that you may request a list with the names and addresses of any
potential recipients of the Data by contacting your local human resources
representative. You authorize the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the sole purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to a broker or other third party
assisting with the administration of these Performance-Based Stock Units under
the Plan or with whom Shares acquired pursuant to these Performance-Based Stock
Units or cash from the sale of such Shares may be deposited. Furthermore, you
acknowledge and understand that the transfer of the Data to the Company or any
of its Parent, Subsidiaries or Affiliates, or to any third parties is necessary
for your participation in the Plan.

further acknowledge that withdrawal of consent may affect your
ability to vest in or realize benefits from these Performance-Based Stock Units,
and your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand
that you may contact your local human resources representative.

14. No Entitlement or Claims for Compensation.

(a) Your rights, if any, in respect of or in connection with these
Performance-Based Stock Units or any other Award are derived solely from the
discretionary decision of the Company to permit you to participate in the Plan
and to benefit from a discretionary Award. The Plan may be amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and
this Agreement. By accepting these Performance-Based Stock Units, you expressly
acknowledge that there is no obligation on the part of the Company to continue
the Plan and/or grant any additional Performance-Based Stock Units to you or
benefits in lieu of Restricted Stock Units, even if Performance-Based Stock
Units have been granted repeatedly in the past. All decisions with respect to
future grants of Performance-Based Stock Units, if any, will be at the sole
discretion of the Committee.

(b) The Performance-Based Stock Units and the Shares subject to the
Performance-Based Stock Units are not intended to replace any pension rights or
compensation and are not to be considered compensation of a continuing or
recurring nature, or part of your normal or expected compensation, and in no way
represent any portion of your salary, compensation or other remuneration for any
purpose, including but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments, and in
no event should be considered as compensation for, or relating in any way to,
past services for the Company, the Employer or any Parent, Subsidiary or
Affiliate. The value of the Performance-Based Stock Units is an extraordinary
item that does not constitute compensation of any kind for services of any kind
rendered to the Company, the Employer or any Parent, Subsidiary or Affiliate and
which is outside the scope of your written employment agreement (if any).

(d) Neither the Plan nor these Performance-Based Stock Units or any other
Award granted under the Plan shall be deemed to give you a right to remain an
Employee, Consultant or director of the Company, a Parent, Subsidiary or an
Affiliate. The Employer reserves the right to terminate your Service at any
time, with or without cause, and for any reason, subject to applicable laws, the
Company153s Articles of Incorporation and Bylaws, and a written employment
agreement (if any).

(e) The grant of the Performance-Based Stock Units and your participation in
the Plan will not be interpreted to form an employment contract or relationship
with the Company, the Employer or any Parent, Subsidiary or Affiliate.

(f) The future value of the underlying Shares is unknown and cannot be
predicted with certainty and if you vest in the Performance-Based Stock Units
and are issued Shares, the value of those Shares may increase or decrease. You
also understand that neither the

Company, nor the Employer or any Parent, Subsidiary or Affiliate is
responsible for any foreign exchange fluctuation between your Employer153s local
currency and the United States Dollar that may affect the value of this Award.

(g) In consideration of the grant of the Performance-Based Stock Units, no
claim or entitlement to compensation or damages shall arise from forfeiture of
the Performance-Based Stock Units resulting from termination of your Service by
the Company or the Employer (for any reason whatsoever and whether or not in
breach of local labor laws) or from the Company153s determination that performance
goals have not been satisfied in whole or in part and you irrevocably release
the Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, you shall be deemed irrevocably to have waived your
entitlement to pursue such claim.

(h) You agree that the Company may require Shares received pursuant to the
Performance-Based Stock Units to be held by a broker designated by the Company.

(i) You agree that your rights hereunder (if any) shall be subject to set-off
by the Company for any valid debts you owe the Company.

(j) The Performance-Based Stock Units and the benefits under the Plan, if
any, will not automatically transfer to another company in the case of a merger,
take-over or transfer of liability.

15. Governing Law and Forum. This Agreement shall be
governed by and construed in accordance with the laws of the State of California
without regard to the conflict of laws principles thereof. For purposes of
litigating any dispute that may arise directly or indirectly from this
Agreement, the parties hereby submit and consent to litigation in the exclusive
jurisdiction of the State of California and agree that any such litigation shall
be conducted only in the courts of California or the federal courts for the
United States for the Northern District of California and no other courts.

16. Notices. Any notice required or permitted under
the terms of this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or sent by confirmed email, telegram, or fax or
forty-eight (48) hours after being deposited in the mail, as certified or
registered mail, with postage prepaid, and addressed to the Company at the
Company153s principal corporate offices or to you at the address maintained for
you in the Company153s records or, in either case, as subsequently modified by
written notice to the other party.

17. Binding Effect. Subject to the limitations set
forth in this Agreement, this Agreement shall be binding upon, and inure to the
benefit of, the executors, administrators, heirs, legal representatives,
successors, and assigns of the parties hereto.

18. Severability. If any provision of this Agreement
is held to be unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be deemed
valid and enforceable to the full extent possible.

19. Electronic Delivery. The Company may, in its sole
discretion, decide to deliver any documents related to your current or future
participation in the Plan by electronic means or to request your consent to
participate in the Plan by electronic means. You hereby consent to receive such
documents by electronic delivery and agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or a
third party designated by the Company.

20. Language. If this Agreement or any other document
related to the Plan is translated into a language other than English and the
meaning of the translated version is different from the English version, the
English version will take precedence.

21. Appendix. Notwithstanding any provisions in this
Agreement, the Performance-Based Stock Units shall be subject to any special
terms and conditions set forth in any Appendix to this Agreement for your
country of residence. Moreover, if you relocate to one of the countries included
in the Appendix, the special terms and conditions for such country will apply to
you, to the extent the Company determines that the application of such terms and
conditions is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan. The Appendix constitutes part of this
Agreement.

22. Imposition of Other Requirements. The Company
reserves the right to impose other requirements on your participation in the
Plan, on the Performance-Based Stock Units and on any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan. You agree
to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. Furthermore, you acknowledge that the laws of the
country in which you are working at the time of grant, vesting and settlement of
the Performance-Based Stock Units or the sale of Shares received pursuant to
this Agreement (including any rules or regulations governing securities, foreign
exchange, tax, labor, or other matters) may subject you to additional procedural
or regulatory requirements that you are and will be solely responsible for and
must fulfill.

23. Acceptance of Agreement. You must expressly
accept the terms and conditions of your Performance-Based Stock Units as set
forth in this Agreement by electronically accepting this Agreement within 300
days after the Company sends this Agreement to you. If you do not accept your
Performance-Based Stock Units in the manner instructed by the Company, your
Performance-Based Stock Units will be subject to cancellation.

* * * *

You acknowledge that by clicking on the I agree
button below, you agree to be bound by the terms of this
Agreement.

PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT

This Stock Unit Agreement (the “Agreement”) is made and entered into as of
the Grant Date (as defined below) by and between Cisco Systems, Inc., a
California corporation (the “Company”), and you pursuant to the Cisco Systems,
Inc. 2005 Stock Incentive Plan (the “Plan”). The material terms of this Stock
Unit Award are as follows:


Employee ID:

Grant Date:

Grant Number:

Restricted Stock Units:

First Vest Date:

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant to the Plan, the
Company hereby grants to you, and you hereby accept from the Company, Restricted
Stock Units, each of which is a bookkeeping entry representing the equivalent in
value of one (1) Share, on the terms and conditions set forth herein and in the
Plan.

2. Vesting of Restricted Stock Units. So long as your
Service continues, the Restricted Stock Units shall vest in accordance with the
following schedule: ( %) of the total number
of Restricted Stock Units granted pursuant to this Agreement shall vest on the
First Vest Date and on each anniversary thereafter, unless
otherwise provided by the Plan or Section 4 below. If you take a leave of
absence, the Company may, at its discretion, suspend vesting during the period
of leave to the extent permitted under applicable local law. Prior to the time
that the Restricted Stock Units are settled, you shall have no rights other than
those of a general creditor of the Company. The Restricted Stock Units represent
an unfunded and unsecured obligation of the Company.

3. Termination of Service. In the event of the
termination of your Service for any reason (whether or not in breach of local
labor laws), all unvested Restricted Stock Units shall be immediately forfeited
without consideration. For purposes of the preceding sentence, your right to
vest in the Restricted Stock Units will terminate effective as of the date that
you are no longer

actively providing Service and will not be extended by any notice period
mandated under local law (e.g., active Service would not include a
period of “garden leave” or similar period pursuant to local law); the Company
shall have the exclusive discretion to determine when you are no longer actively
providing Service for purposes of the Restricted Stock Units.

4. Special Acceleration.

(a) To the extent the Restricted Stock Units are outstanding at the time of a
Corporate Transaction, such Restricted Stock Units shall automatically become
vested in full immediately prior to the effective date of the Corporate
Transaction. No such accelerated vesting, however, shall occur if and to the
extent: (i) these Restricted Stock Units are, in connection with the Corporate
Transaction, either assumed by the successor corporation (or parent thereof) or
replaced with comparable restricted stock units of the successor corporation (or
parent thereof) or (ii) these Restricted Stock Units are replaced with a cash
incentive program of the successor corporation which complies with Code
Section 409A and preserves the fair market value of the Restricted Stock Units
at the time of the Corporate Transaction and provides for subsequent pay-out in
accordance with the settlement provisions set forth in Section 5 below. The
determination of the comparability of restricted stock units under clause
(i) shall be made by the Committee, and such determination shall be final,
binding and conclusive.

(b) Immediately following the effective date of the Corporate Transaction,
this Agreement shall terminate and cease to be outstanding, except as set forth
in Section 5 below with respect to the deferred settlement of Restricted Stock
Units or to the extent assumed by the successor corporation (or parent thereof)
in connection with the Corporate Transaction.

(d) To the extent the Restricted Stock Units are outstanding at the time of a
Change in Control, such Restricted Stock Units shall automatically accelerate
immediately prior to the effective date of the Change in Control and shall
become vested in full at that time and settled in accordance with Section 5
below.

(e) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

5. Settlement of Restricted Stock Units. To the
extent you are eligible but have not elected to defer settlement of the
Restricted Stock Units, the Restricted Stock Units shall be automatically
settled in Shares upon vesting of such Restricted Stock Units, provided that the
Company shall have no obligation to issue Shares pursuant to this Agreement
unless and until you have satisfied any applicable tax and/or other obligations
pursuant to Section 6 below and such issuance otherwise complies with all
applicable law. To the extent you are eligible but have elected to defer
settlement of the Restricted Stock Units, the vested portion of the Restricted
Stock Units shall be settled in Shares upon the earlier of: (a) your separation
from service within the meaning of Code Section 409A (“Separation from Service”)
and (b) the fixed payment date elected by you, if any, at the time of such
deferral (which shall be the first business day of a year no earlier than five
years

after the year of the Grant Date in accordance with procedures approved by
the Committee), provided that the Company shall have no obligation to issue
Shares pursuant to this Agreement unless such issuance complies with all
applicable law. Notwithstanding the foregoing, to the extent your Restricted
Stock Units would otherwise be settled upon your Separation from Service, such
settlement shall instead occur upon the Company153s first business day following
the six-month anniversary of your Separation from Service.

6. Taxes.

(a) Regardless of any action the Company or your employer (the “Employer”)
takes with respect to any and all income tax, social taxes or insurance
contributions, payroll tax, payment on account or other tax-related items
related to your participation in the Plan and legally applicable to you
(“Tax-Related Items”), you acknowledge that the ultimate liability for all
Tax-Related Items with respect to the Restricted Stock Units is and remains your
responsibility and may exceed the amount actually withheld by the Company or the
Employer. You further acknowledge that the Company and/or the Employer (i) make
no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Restricted Stock Units, including the
grant, vesting or settlement of the Restricted Stock Units, or the subsequent
sale of any Shares acquired at vesting or the receipt of any dividends with
respect to such Shares; and (ii) do not commit to and are under no obligation to
structure the terms or any aspect of the Restricted Stock Units to reduce or
eliminate your liability for Tax-Related Items or achieve any particular tax
result. Further, if you become subject to taxation in more than one jurisdiction
between the Grant Date and the date of any relevant taxable event, you
acknowledge that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more
than one jurisdiction.

(b) Prior to any relevant tax, withholding or required deduction event, as
applicable, you agree to make arrangements satisfactory to the Company for the
satisfaction of any applicable tax, withholding, required deduction and payment
on account obligations of the Company and/or the Employer that arise in
connection with the Restricted Stock Units. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy any obligations related to Tax-Related Items by one or a combination of
the following: (1) withholding from your wages or other cash compensation
payable to you by the Company or the Employer; (2) withholding from proceeds of
the sale of Shares acquired upon settlement of the Restricted Stock Units either
through a voluntary sale or through a mandatory sale arranged by the Company (on
your behalf pursuant to this authorization); (3) withholding of Shares that
would otherwise be issued upon settlement of the Restricted Stock Units; or
(4) requiring you to satisfy the liability for Tax-Related Items by means of any
other arrangement approved by the Company. If the obligation for Tax-Related
Items is satisfied by withholding of Shares, for tax purposes, you are deemed to
have been issued the full number of Shares subject to the vested Restricted
Stock Units, notwithstanding that a number of the Shares are held back solely
for the purpose of paying the Tax-Related Items due as a result of any aspect of
your participation in the Plan. To avoid financial accounting charges under
applicable accounting guidance, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory rates or may take
any other action required to avoid financial accounting charges under applicable
accounting guidance.

7. Tax and Legal Advice. You represent, warrant and
acknowledge that neither the Company nor your Employer have made any warranties
or representations to you with respect to any Tax-Related Items, legal or
financial consequences of the transactions contemplated by this Agreement, and
you are in no manner relying on the Company, your Employer153s or the Company153s or
the Employer153s representatives for an assessment of such consequences. YOU
UNDERSTAND THAT THE LAWS GOVERNING THIS AWARD ARE SUBJECT TO CHANGE. YOU SHOULD
CONSULT YOUR OWN PROFESSIONAL TAX, LEGAL AND FINANCIAL ADVISOR REGARDING ANY
RESTRICTED STOCK UNITS. YOU UNDERSTAND THAT THE COMPANY AND YOUR EMPLOYER ARE
NOT PROVIDING ANY TAX, LEGAL, OR FINANCIAL ADVICE, NOR IS THE COMPANY OR YOUR
EMPLOYER MAKING ANY RECOMMENDATION REGARDING YOUR ACCEPTANCE OF THIS AWARD.
NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR
THE PURPOSE OF AVOIDING TAXPAYER OR OTHER PENALTIES.

8. Non-Transferability of Restricted Stock Units.
Restricted Stock Units shall not be anticipated, assigned, attached, garnished,
optioned, transferred or made subject to any creditor153s process, whether
voluntarily or involuntarily or by operation of law.

9. Restriction on Transfer. Regardless of whether the
transfer or issuance of the Shares to be issued pursuant to the Restricted Stock
Units has been registered under the Securities Act or has been registered or
qualified under the securities laws of any state, the Company may impose
additional restrictions upon the sale, pledge, or other transfer of the Shares
(including the placement of appropriate legends on stock certificates and the
issuance of stop-transfer instructions to the Company153s transfer agent) if, in
the judgment of the Company and the Company153s counsel, such restrictions are
necessary in order to achieve compliance with the provisions of the Securities
Act, the securities laws of any state, or any other law including all applicable
foreign laws.

10. Restrictive Legends and Stop-Transfer
Instructions. Stock certificates evidencing the Shares issued
pursuant to the Restricted Stock Units may bear such restrictive legends and/or
appropriate stop-transfer instructions may be issued to the Company153s transfer
agent as the Company and the Company153s counsel deem necessary under applicable
law or pursuant to this Agreement.

11. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable laws.

12. Voting and Other Rights. Subject to the terms of
this Agreement, you shall not have any voting rights or any other rights and
privileges of a stockholder of the Company unless and until the Restricted Stock
Units are settled in Shares. In addition, you shall not have any rights to
dividend equivalent payments with respect to Restricted Stock Units.

13. Authorization to Release and Transfer Necessary Personal
Information.

(b) You understand that the Company and the Employer may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
(or any other social or national identification number), salary, nationality,
job title, residency status, any Shares or directorships held in the Company,
details of all Restricted Stock Units or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding (the “Data”) for
the purpose of implementing, administering and managing your participation in
the Plan. You understand that Data may be transferred to the Company or any of
its Parent, Subsidiaries or Affiliates, or to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in your country or elsewhere, including outside the European
Economic Area, and that the recipient153s country (e.g., the United States) may
have different data privacy laws and protections than your country. You
understand that you may request a list with the names and addresses of any
potential recipients of the Data by contacting your local human resources
representative. You authorize the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the sole purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data to a broker or other third party
assisting with the administration of these Restricted Stock Units under the Plan
or with whom Shares acquired pursuant to these Restricted Stock Units or cash
from the sale of such Shares may be deposited. Furthermore, you acknowledge and
understand that the transfer of the Data to the Company or any of its Parent,
Subsidiaries or Affiliates, or to any third parties is necessary for your
participation in the Plan.

(c) You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the Plan.
You understand that you may, at any time, view the Data, request additional
information about the storage and processing of the Data, require any necessary
amendments to the Data or refuse or withdraw the consents herein by contacting
your local human resources representative in writing. You further acknowledge
that withdrawal of consent may affect your ability to vest in or realize
benefits from these Restricted Stock Units, and your ability to participate in
the Plan. For more information on the consequences of your refusal to consent or
withdrawal of consent, you understand that you may contact your local human
resources representative.

14. No Entitlement or Claims for Compensation.

(a) Your rights, if any, in respect of or in connection with these Restricted
Stock Units or any other Award are derived solely from the discretionary
decision of the Company to permit you to participate in the Plan and to benefit
from a discretionary Award. The Plan may be amended, suspended or terminated by
the Company at any time, unless otherwise provided in the Plan and this
Agreement. By accepting these Restricted Stock Units, you expressly acknowledge
that there is no obligation on the part of the Company to continue the Plan
and/or grant any additional Restricted Stock Units to you or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past. All decisions with respect to future grants of
Restricted Stock Units, if any, will be at the sole discretion of the Committee.

(b) The Restricted Stock Units and the Shares subject to the Restricted Stock
Units are not intended to replace any pension rights or compensation and are not
to be considered compensation of a continuing or recurring nature, or part of
your normal or expected compensation, and in no way represent any portion of
your salary, compensation or other remuneration for any purpose, including but
not limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the
Employer or any Parent, Subsidiary or Affiliate. The value of the Restricted
Stock Units is an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company, the Employer or any
Parent, Subsidiary or Affiliate and which is outside the scope of your written
employment agreement (if any).

(d) Neither the Plan nor these Restricted Stock Units or any other Award
granted under the Plan shall be deemed to give you a right to remain an
Employee, Consultant or director of the Company, a Parent, Subsidiary or an
Affiliate. The Employer reserves the right to terminate your Service at any
time, with or without cause, and for any reason, subject to applicable laws, the
Company153s Articles of Incorporation and Bylaws, and a written employment
agreement (if any).

(e) The grant of the Restricted Stock Units and your participation in the
Plan will not be interpreted to form an employment contract or relationship with
the Company, the Employer or any Parent, Subsidiary or Affiliate.

(f) The future value of the underlying Shares is unknown and cannot be
predicted with certainty and if you vest in the Restricted Stock Units and are
issued Shares, the value of those Shares may increase or decrease. You also
understand that neither the Company, nor the Employer or any Parent, Subsidiary
or Affiliate is responsible for any foreign exchange fluctuation between your
Employer153s local currency and the United States Dollar that may affect the value
of this Award.

(g) In consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units

resulting from termination of your Service by the Company or the Employer
(for any reason whatsoever and whether or not in breach of local labor laws) and
you irrevocably release the Company and the Employer from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court
of competent jurisdiction to have arisen, you shall be deemed irrevocably to
have waived your entitlement to pursue such claim.

(h) You agree that the Company may require Shares received pursuant to the
Restricted Stock Units to be held by a broker designated by the Company.

(i) You agree that your rights hereunder (if any) shall be subject to set-off
by the Company for any valid debts you owe the Company.

(j) The Restricted Stock Units and the benefits under the Plan, if any, will
not automatically transfer to another company in the case of a merger, take-over
or transfer of liability.

21. Appendix. Notwithstanding any provisions in this
Agreement, the Restricted Stock Units shall be subject to any special terms and
conditions set forth in any Appendix to this Agreement for your country of
residence. Moreover, if you relocate to one of the countries included in the
Appendix, the special terms and conditions for such country will apply to you,
to the extent the Company determines that the application of such terms and
conditions is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan. The Appendix constitutes part of this
Agreement.

22. Imposition of Other Requirements. The Company
reserves the right to impose other requirements on your participation in the
Plan, on the Restricted Stock Units and on any Shares acquired under the Plan,
to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. You agree to
sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. Furthermore, you acknowledge that the laws of the
country in which you are working at the time of grant, vesting and settlement of
the Restricted Stock Units or the sale of Shares received pursuant to this
Agreement (including any rules or regulations governing securities, foreign
exchange, tax, labor, or other matters) may subject you to additional procedural
or regulatory requirements that you are and will be solely responsible for and
must fulfill.

23. Acceptance of Agreement. You must expressly
accept the terms and conditions of your Restricted Stock Units as set forth in
this Agreement by electronically accepting this Agreement within 300 days after
the Company sends this Agreement to you. If you do not accept your Restricted
Stock Units in the manner instructed by the Company, your Restricted Stock Units
will be subject to cancellation.

* * * *

You acknowledge that by clicking on the I agree
button below, you agree to be bound by the terms of this
Agreement.

PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS

(For Grants Prior to September 2010)

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT

Employee ID:

Grant Date:

Grant Number:

Restricted Stock Units:

First Vest Date:

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant
to the Plan, the Company hereby grants to you, and you hereby accept from the
Company, Restricted Stock Units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) Share, on the terms and
conditions set forth herein and in the Plan.

2. Vesting of Restricted Stock
Units. So long as your Service continues, the Restricted Stock
Units shall vest in accordance with the following schedule:
percent ( %) of the total number of
Restricted Stock Units granted pursuant to this Agreement shall vest on the
First Vest Date and on each anniversary thereafter,
unless otherwise provided by the Plan or Section 4 below. If you take a leave of
absence, the Company may, at its discretion, suspend vesting during the period
of leave to the extent permitted under applicable local law. Prior to the time
that the Restricted Stock Units are settled upon vesting, you shall have no
rights other than those of a general creditor of the Company. The Restricted
Stock Units represent an unfunded and unsecured obligation of the Company.

3. Termination of Service. In the
event of the termination of your Service for any reason (whether or not in
breach of local labor laws), all unvested Restricted Stock Units shall be
immediately forfeited without consideration. For purposes of the preceding
sentence, your right to vest in the Restricted Stock Units will terminate
effective as of the date that you are no longer

4. Special Acceleration.

(a) To the extent the Restricted Stock Units are outstanding at the time of a
Corporate Transaction, such Restricted Stock Units shall automatically
accelerate immediately prior to the effective date of the Corporate Transaction
and shall become vested in full at that time. No such acceleration, however,
shall occur if and to the extent: (i) these Restricted Stock Units are, in
connection with the Corporate Transaction, either assumed by the successor
corporation (or parent thereof) or replaced with comparable restricted stock
units of the successor corporation (or parent thereof) or (ii) these Restricted
Stock Units are replaced with a cash incentive program of the successor
corporation which preserves the fair market value of the Restricted Stock Units
at the time of the Corporate Transaction and provides for subsequent pay-out in
accordance with the vesting schedule set forth in Section 2 above. The
determination of the comparability of restricted stock units under clause
(i) shall be made by the Committee, and such determination shall be final,
binding and conclusive.

(b) Immediately following the effective date of the Corporate Transaction,
this Agreement shall terminate and cease to be outstanding, except to the extent
assumed by the successor corporation (or parent thereof) in connection with the
Corporate Transaction.

(e) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

5. Settlement of Restricted Stock
Units. Restricted Stock Units shall be automatically settled in
Shares upon vesting of such Restricted Stock Units, provided that the Company
shall have no obligation to issue Shares pursuant to this Agreement unless and
until you have satisfied any applicable tax and/or other obligations pursuant to
Section 6 below and such issuance otherwise complies with all applicable law.

6. Taxes.

applicable to you (“Tax-Related Items”), you acknowledge that the ultimate
liability for all Tax-Related Items with respect to the Restricted Stock Units
is and remains your responsibility and may exceed the amount actually withheld
by the Company or the Employer. You further acknowledge that the Company and/or
the Employer (i) make no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the Restricted Stock
Units, including the grant, vesting or settlement of the Restricted Stock Units,
or the subsequent sale of any Shares acquired at vesting or the receipt of any
dividends with respect to such Shares; and (ii) do not commit to and are under
no obligation to structure the terms or any aspect of the Restricted Stock Units
to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result. Further, if you become subject to taxation in more than
one jurisdiction between the Grant Date and the date of any relevant taxable
event, you acknowledge that the Company and/or the Employer (or former employer,
as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.

(b) Prior to any relevant tax, withholding or required deduction event, as
applicable, you agree to make arrangements satisfactory to the Company for the
satisfaction of any applicable tax, withholding, required deduction and payment
on account obligations of the Company and/or the Employer that arise in
connection with the Restricted Stock Units. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy any obligations related to Tax-Related Items by one or a combination of
the following: (1) withholding from your wages or other cash compensation
payable to you by the Company or the Employer; (2) withholding from proceeds of
the sale of Shares acquired upon settlement of the Restricted Stock Units either
through a voluntary sale or through a mandatory sale arranged by the Company (on
your behalf pursuant to this authorization); (3) withholding of Shares that
would otherwise be issued upon settlement of the Restricted Stock Units; or
(4) requiring you to satisfy the liability for Tax-Related Items by means of any
other arrangement approved by the Company. If the obligation for Tax-Related
Items is satisfied by withholding of Shares, for tax purposes, you are deemed to
have been issued the full number of Shares subject to the vested Restricted
Stock Units, notwithstanding that a number of the Shares are held back solely
for the purpose of paying the Tax-Related Items due as a result of any aspect of
your participation in the Plan. To avoid financial accounting charges under
applicable accounting guidance, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory rates or may take
any other action required to avoid financial accounting charges under applicable
accounting guidance.

CHANGE. YOU SHOULD CONSULT YOUR OWN PROFESSIONAL TAX, LEGAL AND FINANCIAL
ADVISOR REGARDING ANY RESTRICTED STOCK UNITS. YOU UNDERSTAND THAT THE COMPANY
AND YOUR EMPLOYER ARE NOT PROVIDING ANY TAX, LEGAL, OR FINANCIAL ADVICE, NOR IS
THE COMPANY OR YOUR EMPLOYER MAKING ANY RECOMMENDATION REGARDING YOUR ACCEPTANCE
OF THIS AWARD. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND
CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER OR OTHER PENALTIES.

8. Non-Transferability of Restricted Stock
Units. Restricted Stock Units shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor153s
process, whether voluntarily or involuntarily or by operation of law.

9. Restriction on Transfer.
Regardless of whether the transfer or issuance of the Shares to be issued
pursuant to the Restricted Stock Units has been registered under the Securities
Act or has been registered or qualified under the securities laws of any state,
the Company may impose additional restrictions upon the sale, pledge, or other
transfer of the Shares (including the placement of appropriate legends on stock
certificates and the issuance of stop-transfer instructions to the Company153s
transfer agent) if, in the judgment of the Company and the Company153s counsel,
such restrictions are necessary in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or any other
law including all applicable foreign laws.

10. Restrictive Legends and Stop-Transfer
Instructions. Stock certificates evidencing the Shares issued
pursuant to the Restricted Stock Units may bear such restrictive legends and/or
appropriate stop-transfer instructions may be issued to the Company153s transfer
agent as the Company and the Company153s counsel deem necessary under applicable
law or pursuant to this Agreement.

11. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable laws.

12. Voting and Other Rights. Subject
to the terms of this Agreement, you shall not have any voting rights or any
other rights and privileges of a stockholder of the Company unless and until the
Restricted Stock Units are settled upon vesting. In addition, you shall not have
any rights to dividend equivalent payments with respect to unvested Restricted
Stock Units.

13. Authorization to Release and Transfer
Necessary Personal Information.

(a) You hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal information as described in this Agreement by and
among, as applicable, the Employer, and the Company and its Parent, Subsidiaries
and Affiliates for the exclusive purpose of implementing, administering and
managing your participation in the Plan.

(b) You understand that the Company and
the Employer may hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, date of birth, social
insurance number (or any other social or national identification number),
salary, nationality, job title, residency status, any Shares or directorships
held in the Company, details of all Restricted Stock Units or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding (the “Data”) for the purpose of implementing, administering and
managing your participation in the Plan. You understand that Data may be
transferred to the Company or any of its Parent, Subsidiaries or Affiliates, or
to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in your country or
elsewhere, including outside the European Economic Area, and that the
recipient153s country (e.g., the United States) may have different data privacy
laws and protections than your country. You understand that you may request a
list with the names and addresses of any potential recipients of the Data by
contacting your local human resources representative. You authorize the
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purposes of implementing, administering and managing
your participation in the Plan, including any requisite transfer of such Data to
a broker or other third party assisting with the administration of these
Restricted Stock Units under the Plan or with whom Shares acquired pursuant to
these Restricted Stock Units or cash from the sale of such Shares may be
deposited. Furthermore, you acknowledge and understand that the transfer of the
Data to the Company or any of its Parent, Subsidiaries or Affiliates, or to any
third parties is necessary for your participation in the Plan.

(c) You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the Plan. You understand that you may, at any time, view the
Data, request additional information about the storage and processing of the
Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein by contacting your local human resources representative in
writing. You further acknowledge that withdrawal of consent may affect your
ability to vest in or realize benefits from these Restricted Stock Units, and
your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand
that you may contact your local human resources representative.

14. No Entitlement or Claims for Compensation.

(g) In consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of your Service by the Company
or the Employer (for any reason whatsoever and whether or not in breach of local
labor laws) and you irrevocably release the Company and the Employer from any
such claim that may arise; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, you shall be deemed
irrevocably to have waived your entitlement to pursue such claim.

(h) You agree that the Company may require Shares received pursuant to the
Restricted Stock Units to be held by a broker designated by the Company.

(i) You agree that your rights hereunder (if any) shall be subject to set-off
by the Company for any valid debts you owe the Company.

(j) The Restricted Stock Units and the benefits under the Plan, if any, will
not automatically transfer to another company in the case of a merger, take-over
or transfer of liability.

16. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the mail, as
certified or registered mail, with postage prepaid, and addressed to the Company
at the Company153s principal corporate offices or to you at the address maintained
for you in the Company153s records or, in either case, as subsequently modified by
written notice to the other party.

17. Binding Effect. Subject to the
limitations set forth in this Agreement, this Agreement shall be binding upon,
and inure to the benefit of, the executors, administrators, heirs, legal
representatives, successors, and assigns of the parties hereto.

18. Severability. If any provision
of this Agreement is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of the
parties to the extent possible. In any event, all other provisions of this
Agreement shall be deemed valid and enforceable to the full extent possible.

19. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to your
current or future participation in the Plan by electronic means or to request
your consent to participate in the Plan by electronic means. You hereby consent
to receive such documents by electronic delivery and agree to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.

20. Language. If this Agreement or
any other document related to the Plan is translated into a language other than
English and the meaning of the translated version is different from the English
version, the English version will take precedence.

21. Appendix. Notwithstanding any
provisions in this Agreement, the Restricted Stock Units shall be subject to any
special terms and conditions set forth in any Appendix to this Agreement for
your country of residence. Moreover, if you relocate to one of the countries
included in the Appendix, the special terms and conditions for such country will
apply to you, to the extent the Company determines that the application of such
terms and conditions is necessary or advisable in order to comply with local law
or facilitate the administration of the Plan. The Appendix constitutes part of
this Agreement.

22. Imposition of Other
Requirements. The Company reserves the right to impose other
requirements on your participation in the Plan, on the Restricted Stock Units
and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. You agree to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing. Furthermore, you
acknowledge that the laws of the country in which you are working at the time of
grant, vesting and settlement of the Restricted Stock Units or the sale of
Shares received pursuant to this Agreement (including any rules or regulations
governing securities, foreign exchange, tax, labor, or other matters) may
subject you to additional procedural or regulatory requirements that you are and
will be solely responsible for and must fulfill.

23. Acceptance of Agreement. You
must expressly accept the terms and conditions of your Restricted Stock Units as
set forth in this Agreement by electronically accepting this Agreement within
300 days after the Company sends this Agreement to you. If you do not accept
your Restricted Stock Units in the manner instructed by the Company, your
Restricted Stock Units will be subject to cancellation.

* * * *

You acknowledge that by clicking on the I agree
button below, you agree to be bound by the terms of this
Agreement.

PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS

(For Grants Prior to September 2008)

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT

Employee ID:

Grant Date:

Grant Number:

Restricted Stock Units:

First Vest Date:
(the first annual anniversary of the vesting
commencement date)

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant
to the Plan, the Company hereby grants to you, and you hereby accept from the
Company, Restricted Stock Units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) Share, on the terms and
conditions set forth herein and in the Plan.

2. Vesting of Restricted Stock
Units. So long as your Service continues, the Restricted Stock
Units shall vest in accordance with the following schedule: twenty percent
(20%) of the total number of Restricted Stock Units granted pursuant to this
Agreement shall vest on the First Vest Date and on each annual anniversary
thereafter, unless otherwise provided by the Plan or Section 4 below.

3. Termination of Service. In the
event of the termination of your Service for any reason, all unvested Restricted
Stock Units shall be immediately forfeited without consideration.

4. Special Acceleration.

(e) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

5. Settlement of Restricted Stock
Units. Restricted Stock Units shall be automatically settled in
Shares upon vesting of such Restricted Stock Units, provided that the Company
shall have no obligation to issue Shares pursuant to this Agreement unless and
until you have satisfied any applicable tax withholding obligations pursuant to
Section 6 below and such issuance otherwise complies with all applicable law.

6. Withholding Taxes. You agree to
make arrangements satisfactory to the Company for the satisfaction of any
applicable withholding tax obligations that arise in connection with the
Restricted Stock Units which, at the sole discretion of the Company, may include
(i) having the Company withhold Shares from the settlement of the Restricted
Stock Units, or (ii) any other arrangement approved by the Company, in any case,
equal in value to the amount necessary to satisfy any such withholding tax
obligations. The Company shall not be required to issue Shares pursuant to this
Agreement unless and until such obligations are satisfied.

7. Tax Advice. You represent,
warrant and acknowledge that the Company has made no warranties or
representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on
the Company or the Company153s representatives for an assessment of such tax
consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY RESTRICTED STOCK
UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

(including the placement of appropriate legends on stock certificates and the
issuance of stop-transfer instructions to the Company153s transfer agent) if, in
the judgment of the Company and the Company153s counsel, such restrictions are
necessary in order to achieve compliance with the provisions of the Securities
Act, the securities laws of any state, or any other law.

10. Stock Certificate Restrictive
Legends. Stock certificates evidencing the Shares issued pursuant
to the Restricted Stock Units may bear such restrictive legends as the Company
and the Company153s counsel deem necessary under applicable law or pursuant to
this Agreement.

13. Authorization to Release Necessary Personal
Information.

(a) You hereby authorize and direct your employer to collect, use and
transfer in electronic or other form, any personal information (the “Data”)
regarding your employment, the nature and amount of your compensation and the
facts and conditions of your participation in the Plan (including, but not
limited to, your name, home address, telephone number, date of birth, social
security number (or any other social or national identification number), salary,
nationality, job title, number of Shares held and the details of all Awards or
any other entitlement to Shares awarded, cancelled, exercised, vested, unvested
or outstanding) for the purpose of implementing, administering and managing your
participation in the Plan. You understand that the Data may be transferred to
the Company or any of its Subsidiaries, or to any third parties assisting in the
implementation, administration and management of the Plan, including any
requisite transfer to a broker or other third party assisting with the
administration of these Restricted Stock Units under the Plan or with whom
Shares acquired pursuant to these Restricted Stock Units or cash from the sale
of such shares may be deposited. You acknowledge that recipients of the Data may
be located in different countries, and those countries may have data privacy
laws and protections different from those in the country of your residence.
Furthermore, you acknowledge and understand that the transfer of the Data to the
Company or any of its Subsidiaries, or to any third parties is necessary for
your participation in the Plan.

(b) Prior to the time that the Restricted Stock Units are settled upon
vesting, you shall have no rights other than those of a general creditor of the
Company. The Restricted Stock Units represent an unfunded and unsecured
obligation of the Company.

(c) You may at any time withdraw the consents herein by contacting your local
human resources representative in writing. You further acknowledge that
withdrawal of consent may affect your ability to exercise or realize benefits
from these Restricted Stock Units, and your ability to participate in the Plan.

14. No Entitlement or Claims for
Compensation.

(a) Your rights, if any, in respect of or in connection with these Restricted
Stock Units or any other Award are derived solely from the discretionary
decision of the

Company to permit you to participate in the Plan and to benefit from a
discretionary Award. By accepting these Restricted Stock Units, you expressly
acknowledge that there is no obligation on the part of the Company to continue
the Plan and/or grant any additional Awards to you. These Restricted Stock Units
are not intended to be compensation of a continuing or recurring nature, or part
of your normal or expected compensation, and in no way represents any portion of
a your salary, compensation, or other remuneration for purposes of pension
benefits, severance, redundancy, resignation or any other purpose.

(b) Neither the Plan nor these Restricted Stock Units or any other Award
granted under the Plan shall be deemed to give you a right to remain an
Employee, Consultant or director of the Company, a Parent, a Subsidiary or an
Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve
the right to terminate your Service at any time, with or without cause, and for
any reason, subject to applicable laws, the Company153s Articles of Incorporation
and Bylaws and a written employment agreement (if any), and you shall be deemed
irrevocably to have waived any claim to damages or specific performance for
breach of contract or dismissal, compensation for loss of office, tort or
otherwise with respect to the Plan, these Restricted Stock Units or any
outstanding Award that is forfeited and/or is terminated by its terms or to any
future Award.

(c) You agree that your rights hereunder shall be subject to set-off by the
Company for any valid debts you owe the Company.

15. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

16. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the Company at the Company153s principal corporate offices or to you at the
address maintained for you in the Company153s records or, in either case, as
subsequently modified by written notice to the other party.

PERFORMANCE RSU LETTER

[Date]

[Name]

[Address]

Dear :

[introductory text]

Your leadership team has recommended that you receive a performance-based
restricted stock unit (PRSU) right with a target of
[ ]. RSUs will be granted after the end of
FY[ ] based upon the satisfaction of an FY[ ] performance
condition.

The right to receive a grant of a restricted stock unit depends on Cisco153s
satisfaction of certain [ ] targets for
FY[ ]. Assuming those targets are met or exceeded, the restricted
stock units that you are granted will vest [ ] percent
on the date of grant and [ ] percent on each of the
next [ ] anniversaries of the date of grant thereafter,
subject to your continued employment with Cisco or an affiliate on the
applicable vesting date. On each vesting date, the vested units will be settled
in Cisco common stock. In addition, in the unlikely event that a corporate
transaction or change in control (each as defined in Cisco153s 2005 Stock
Incentive Plan) is consummated during FY[ ] or prior to the
Compensation and Management Development Committee153s Certification regarding
satisfaction of the FY[ ] performance conditions, the
performance-based restricted stock unit right will be deemed fully earned at
target (100%) immediately prior to the effective date of the corporate
transaction or the change in control, as the case may be, and will be settled in
fully vested Cisco common stock at that time.

Lastly, please note that, if you are employed outside the United States, the
Compensation and Management Development Committee can grant the PRSU Right to
you, in its sole discretion, only if and as long as it is permitted and feasible
to grant restricted stock units under the laws of the country in which you are
employed. If local laws make the grant of restricted stock units illegal or
impractical, Cisco will let you know as soon as possible. You are under no
obligation to accept the PRSU Right or any restricted stock units that may
subsequently be granted to you.

[concluding text]

Sincerely,

PERFORMANCE RSU LETTER : FISCAL 2008

[Date]

[Name]

[Address]

Dear :

[introductory text]

As an indicator of our confidence in you as a leader, recognizing your
current high level of performance as well as your future contributions, I want
to tell you about the restricted stock unit component of our FY08 ongoing stock
program. This component represents the right to receive a future grant of
restricted stock units (after the end of FY08) if an FY08
performance condition is satisfied. This right is referred to in this letter as
the “performance-based restricted stock unit
right (PRSU Right).”

I want to be the first to congratulate you on your leadership team
recommending you for a performance-based restricted
stock unit right having a target of XX restricted stock
units, which will be granted after the end of FY08 based upon the
satisfaction of an FY08 performance condition, contingent on shareholder
approval as described below. Since you may be eligible to receive a grant of
restricted stock units for the first time, I would like to review briefly the
details of this program.

The right to receive a grant of a restricted stock unit depends on Cisco153s
satisfaction of certain operating income growth targets for FY08. Assuming those
targets are met or exceeded, the restricted stock units that
you are granted will vest twenty percent on the date of grant and twenty percent
on each of the next four anniversaries of the date of grant thereafter, subject
to your continued employment with Cisco or an affiliate on the applicable
vesting date. Unlike stock options, there is no monthly vesting for restricted
stock units. On each vesting date, the vested units will be settled in Cisco
common stock. In addition, in the unlikely event that a corporate transaction or
change in control (each as defined in Cisco153s 2005 Stock Incentive Plan) is
consummated during FY08, the performance-based restricted stock unit right will
be deemed fully earned at target (100%) immediately prior to the effective date
of the corporate transaction or the change in control, as the case may be, and
will be settled in fully vested Cisco common stock at that time.

The PRSU Right and the right to receive restricted stock units depends on our
shareholders approving the amendment and extension of Cisco153s 2005 Stock
Incentive Plan at the 2007 annual meeting. In the unlikely event that our
shareholders do not approve the amendment and extension of the 2005 Stock
Incentive Plan, you will not be eligible to receive any restricted stock units.
However, at such time as the shareholders do approve a plan, the Compensation
and Management Development Committee may make an equitable substitute stock
award to you.

[concluding text]

Sincerely,

John Chambers

Chairman & CEO, Cisco Systems

ACTION REQUIRED: MUST BE RETURNED BY [INSERT
APPROPRIATE DATE]

Deferral Election for

Annual Equity Award

2005 Stock Incentive Plan

(For Elections Prior to 1/1/2011)



Name (Last, First, Middle Initial)		Employee Number

You may use this form to:

Indicate the percentage of your annual restricted stock unit
grant under the 2005 Stock Incentive Plan that you wish to defer. Your elected
percentage will apply to each vesting installment of such grant.

Designate the settlement timing of the deferred portion of your
vested annual restricted stock unit grant.

PLEASE REMEMBER THAT ONCE YOU MAKE AN ELECTION TO DEFER A RESTRICTED
STOCK UNIT GRANT, YOU CANNOT REVOKE THAT ELECTION.


DEFERRAL ELECTION		Please select if you wish to defer restricted stock units; fill in the appropriate blanks.

¨ Restricted Stock Unit Grant		I elect to defer % (you may only insert 25%, 50%, 75%, or 100%) of my annual restricted stock unit award anticipated to be granted under the 2005 Stock Incentive Plan (the “Plan”) on , 201 (subject to my continued employment with the Company or the Employer). I understand that this elected percentage will apply to each vesting installment of this grant.


SETTLEMENT DATE*		Please complete this section to indicate settlement timing for the deferred portion of your vested annual restricted stock unit grant. You may only choose one alternative.

¨ Separation of Service OR		I elect to defer the settlement of the deferred portion of my vested annual restricted stock unit grant to my Separation of Service (as defined in Section 409A of the Internal Revenue Code).

¨ Date Specific (subject to earlier settlement upon separation from service)		I elect to defer the settlement of the deferred portion of my vested annual restricted stock unit grant to the earlier of (i) my Separation from Service; or (ii) the first business day of 20 (insert a year no earlier than 5 years after the year of grant and no later than 15 years after the year of grant).

* Any vested portion of the deferred portion of my restricted stock unit grant will be settled in shares of the Company153s common stock.

ACTION REQUIRED: MUST BE RETURNED BY [INSERT
APPROPRIATE DATE]

Deferral Election for

Annual Equity Award

2005 Stock Incentive Plan

I understand:

To the extent I do not elect to defer the settlement of my
restricted stock unit grant, such portion of the restricted stock unit grant
will be automatically settled in shares of the Company153s common stock upon the
vesting of the restricted stock unit grant (subject to acceleration in certain
cases), as more fully set forth in the Stock Unit Agreement.

Any vested portion of the deferred restricted stock unit grant
will be settled in shares of the Company153s common stock as elected by me above.

If my Separation from Service occurs before my restricted stock
unit grant vests, any unvested restricted stock units will be forfeited as of
the date my Separation from Service occurs.

Any employment taxes that are due upon the vesting of my
restricted stock unit grant (including the deferred portion of my grant) shall
be deducted at the time of vesting by one or a combination of the following:

(1)

withholding from my wages or other cash compensation payable to me by the
Company or the Employer;

(2)

withholding from proceeds of the sale of shares acquired upon settlement of
the restricted stock units either through a voluntary sale or through a
mandatory sale arranged by the Company (on my behalf pursuant to this
authorization);

(3)

withholding of shares that would otherwise be issued upon settlement of the
restricted stock units; or

(4)

requiring me to satisfy the liability for any employment taxes by means of
any other arrangement approved by the Company.

The receipt of shares of the Company153s common stock pursuant to
any restricted stock unit grant will be taxed as ordinary income to me based on
the value of the shares on the date the stock unit grant is settled and I
receive shares of the Company153s common stock. This is true whether or not I
elect to defer settlement of my restricted stock units.

The settlement of the deferred portion of my annual restricted
stock unit grant upon my Separation from Service will be delayed for 6 months.

ACKNOWLEDGED AND AGREED:

Signature of Participant Date

ACTION REQUIRED: MUST BE RETURNED BY [INSERT
APPROPRIATE DATE]

Deferral Election for
Annual Equity Award

2005 Stock Incentive Plan



Name (Last, First, Middle Initial)		Employee Number

You may use this form to:

Designate the settlement timing of the deferred portion of your
vested annual restricted stock unit grant.

PLEASE REMEMBER THAT ONCE YOU MAKE AN ELECTION TO DEFER A RESTRICTED
STOCK UNIT GRANT, YOU CANNOT REVOKE THAT ELECTION.


DEFERRAL ELECTION		Please select if you wish to defer restricted stock units; fill in the appropriate blanks.

¨	Restricted Stock Unit Grant	I elect to defer % (you may only insert 25%, 50%, 75%, or 100%) of my annual restricted stock unit award anticipated to be granted under the 2005 Stock Incentive Plan (the “Plan”) on , 201 (subject to my continued employment with the Company or the Employer). I understand that this elected percentage will apply to each vesting installment of this grant.


SETTLEMENT DATE*		Please complete this section to indicate settlement timing for the deferred portion of your vested annual restricted stock unit grant. You may only choose one alternative.

¨ OR	Separationof Service	I elect to defer the settlement of the deferred portion of my vested annual restricted stock unit grant to my Separation of Service (as defined in Section 409A of the Internal Revenue Code).

¨	Date Specific (subject to earlier settlement upon separation from service)	I elect to defer the settlement of the deferred portion of my vested annual restricted stock unit grant to the earlier of (i) my Separation from Service; or (ii) the first business day of 20 (insert a year no earlier than 6 years after the year of grant and no later than 15 years after the year of grant).

*	Any vested portion of the deferred portion of my restricted stock unit grant will be settled in shares of the Company153s common stock.

ACTION REQUIRED: MUST BE RETURNED BY [INSERT
APPROPRIATE DATE]

Deferral Election for

Annual Equity Award

2005 Stock Incentive Plan

I understand:

Any vested portion of the deferred restricted stock unit grant
will be settled in shares of the Company153s common stock as elected by me above.

If my Separation from Service occurs before my restricted stock
unit grant vests, any unvested restricted stock units will be forfeited as of
the date my Separation from Service occurs.

“Separation from Service” is defined in Treasury Regulation
Section 1.409A-1(h). While separation from service generally means termination
of employment, a Separation from Service can also occur in the case of certain
leaves of absence or upon a significant reduction in my work schedule. These
events can trigger a “Separation from Service” resulting in the forfeiture of my
unvested restricted stock units.

Certain leaves of absence can result in the suspension of
vesting of my unvested restricted stock units. If I take a leave of absence that
suspends the vesting of my restricted stock units such that they are unvested as
of the applicable distribution event (whether that is Separation from Service or
a date specific I elected), my restricted stock units that are unvested at the
time of such distribution event shall be forfeited.

(1)

withholding from my wages or other cash compensation payable to me by the
Company or the Employer;

(2)

(3)

withholding of shares that would otherwise be issued upon settlement of the
restricted stock units; or

(4)

requiring me to satisfy the liability for any employment taxes by means of
any other arrangement approved by the Company.

The settlement of the deferred portion of my annual restricted
stock unit grant upon my Separation from Service will be delayed for 6 months.

ACKNOWLEDGED AND AGREED:

Signature of Participant Date

(Beginning Fiscal 2009)

NON-EMPLOYEE DIRECTOR INITIAL RSU GRANT

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT

Grantee:

Grant Date:

Grant Number:

Restricted Stock Units:

First Vest Date:

(the date of completion of the first year of service as a member of the Board
measured from the initial election or appointment date)

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant
to the Plan, the Company hereby grants to you, and you hereby accept from the
Company, Restricted Stock Units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) Share, on the terms and
conditions set forth herein and in the Plan.

2. Vesting of Restricted Stock
Units. So long as your service on the Board continues, the
Restricted Stock Units shall vest in accordance with the following schedule:
fifty percent (50%) of the total number of Restricted Stock Units granted
pursuant to this Agreement shall vest on the First Vest Date and upon your
completion of each year of service as a member of the Board thereafter, unless
otherwise provided by the Plan or Section 4 below.

3. Termination of Service. Except as
provided in Section 4 below, in the event of the termination of your Board
service for any reason, all unvested Restricted Stock Units shall be immediately
forfeited without consideration.

4. Special Acceleration.

(a) To the extent the Restricted Stock Units are outstanding at the time of a
Corporate Transaction or a Change in Control, such Restricted Stock Units shall
automatically accelerate immediately prior to the effective date of the
Corporate Transaction or the Change in Control, as the case may be, and shall
become vested in full at that time.

(b) If your service on the Board ceases as a result of your death or
Disability, to the extent the Restricted Stock Units are outstanding, such
Restricted Stock Units shall automatically accelerate and shall become vested in
full at that time.

(c) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

5. Settlement of Restricted Stock
Units. To the extent you have not elected to defer settlement of
the Restricted Stock Units, the Restricted Stock Units shall be automatically
settled in Shares upon vesting of such Restricted Stock Units, provided that the
Company shall have no obligation to issue Shares pursuant to this Agreement
unless such issuance complies with all applicable law. To the extent you have
elected to defer settlement of the Restricted Stock Units, the vested portion of
the Restricted Stock Units shall be settled in Shares upon your separation from
service within the meaning of Code Section 409A (“Separation from Service”),
provided that the Company shall have no obligation to issue Shares pursuant to
this Agreement unless such issuance complies with all applicable law.

6. Tax Advice. You represent,
warrant and acknowledge that the Company has made no warranties or
representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on
the Company or the Company153s representatives for an assessment of such tax
consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY RESTRICTED STOCK
UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

7. Non-Transferability of Restricted Stock
Units. Restricted Stock Units shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor153s
process, whether voluntarily or involuntarily or by operation of law.

8. Restriction on Transfer.
Regardless of whether the transfer or issuance of the Shares to be issued
pursuant to the Restricted Stock Units has been registered under the Securities
Act or has been registered or qualified under the securities laws of any state,
the Company may impose additional restrictions upon the sale, pledge, or other
transfer of the Shares (including the placement of appropriate legends on stock
certificates and the issuance of stop-transfer instructions to the Company153s
transfer agent) if, in the judgment of the Company and the Company153s counsel,
such restrictions are necessary in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or any other
law.

9. Stock Certificate Restrictive
Legends. Stock certificates evidencing the Shares issued pursuant
to the Restricted Stock Units may bear such restrictive legends as the Company
and the Company153s counsel deem necessary under applicable law or pursuant to
this Agreement.

10. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable securities laws.

11. Voting and Other Rights. Subject
to the terms of this Agreement, you shall not have any voting rights or any
other rights and privileges of a shareholder of the Company unless and until the
Restricted Stock Units are settled upon vesting.

12. Authorization to Release Necessary Personal
Information.

(a) You hereby authorize and direct the Company to collect, use and transfer
in electronic or other form, any personal information (the “Data”) regarding
your service, the nature and amount of your compensation and the facts and
conditions of your participation in the Plan (including, but not limited to,
your name, home address, telephone number, date of birth, social security number
(or any other social or national identification number), compensation,
nationality, job title, number of Shares held and the details of all Awards or
any other entitlement to Shares awarded, cancelled, exercised, vested, unvested
or outstanding) for the purpose of implementing, administering and managing your
participation in the Plan. You understand that the Data may be transferred to
the Company or any of its Subsidiaries, or to any third parties assisting in the
implementation, administration and management of the Plan, including any
requisite transfer to a broker or other third party assisting with the
administration of these Restricted Stock Units under the Plan or with whom
Shares acquired pursuant to these Restricted Stock Units or cash from the sale
of such shares may be deposited. You acknowledge that recipients of the Data may
be located in different countries, and those countries may have data privacy
laws and protections different from those in the country of your residence.
Furthermore, you acknowledge and understand that the transfer of the Data to the
Company or any of its Subsidiaries, or to any third parties is necessary for
your participation in the Plan.

(c) You may at any time withdraw the consents herein by contacting the
Company153s local human resources representative in writing. You further
acknowledge that withdrawal of consent may affect your ability to exercise or
realize benefits from these Restricted Stock Units, and your ability to
participate in the Plan.

13. No Entitlement or Claims for
Compensation.

(a) Your rights, if any, in respect of or in connection with these Restricted
Stock Units or any other Award are derived solely from the discretionary
decision of the Company to permit you to participate in the Plan and to benefit
from a discretionary Award. By accepting these Restricted Stock Units, you
expressly acknowledge that there is no obligation on the part of the Company to
continue the Plan and/or grant any additional Awards to you. These Restricted
Stock Units are not intended to be compensation of a continuing or recurring
nature, or part of your normal or expected compensation, and in no way
represents any portion of a your compensation or other remuneration for purposes
of pension benefits, severance, redundancy, resignation or any other purpose.

(b) Neither the Plan nor these Restricted Stock Units or any other Award
granted under the Plan shall be deemed to give you a right to continue to serve
on the Board of the Company for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Company or the Company153s
shareholders, which rights are hereby expressly reserved by each, to terminate
your service on the Board at any time, for any reason, with or without cause, in
accordance with the provisions of applicable law, the Company153s Articles of
Incorporation and Bylaws. You shall be deemed irrevocably to have waived any
claim to damages or specific performance for breach of contract or dismissal,
compensation for loss of office, tort or otherwise with respect to the Plan,
these Restricted Stock Units or any outstanding Award that is forfeited and/or
is terminated by its terms or to any future Award.

(c) You agree that your rights hereunder shall be subject to set-off by the
Company for any valid debts you owe the Company.

14. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

15. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the Company at the Company153s principal corporate offices or to you at the
address maintained for you in the Company153s records or, in either case, as
subsequently modified by written notice to the other party.

(Beginning Fiscal 2009)

NON-EMPLOYEE DIRECTOR ANNUAL RSU GRANT

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT

Grantee:

Grant Date:

Grant Number:

Restricted Stock Units:

Vest Date: The completion of one (1) year of Board service measured from the
Grant Date.

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant
to the Plan, the Company hereby grants to you, and you hereby accept from the
Company, Restricted Stock Units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) Share, on the terms and
conditions set forth herein and in the Plan.

2. Vesting of Restricted Stock
Units. So long as your service on the Board continues, the
Restricted Stock Units shall vest in accordance with the following schedule:
one-hundred percent (100%) of the total number of Restricted Stock Units granted
pursuant to this Agreement shall vest on the Vest Date, unless otherwise
provided by the Plan or Section 4 below.

4. Special Acceleration.

10. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable securities laws.

12. Authorization to Release Necessary Personal
Information.

13. No Entitlement or Claims for
Compensation.

(a) Your rights, if any, in respect of or in connection with these Restricted
Stock Units or any other Award are derived solely from the discretionary
decision of the Company to permit you to participate in the Plan and to benefit
from a discretionary Award. By accepting these Restricted Stock Units, you
expressly acknowledge that there is no obligation on the part of the Company to
continue the Plan and/or grant any additional Awards to you. These Restricted
Stock Units are not intended to be compensation of a continuing or recurring
nature, or part of your normal or expected compensation, and in no way
represents any portion of a your compensation or other remuneration for purposes
of pension benefits, severance, redundancy, resignation or any other purpose.

(c) You agree that your rights hereunder shall be subject to set-off by the
Company for any valid debts you owe the Company.

14. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

(Prior to Fiscal 2009)

NON-EMPLOYEE DIRECTOR INITIAL GRANT

CISCO SYSTEMS, INC.

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) made to
purchase shares of Cisco Systems, Inc. (the “Company”) common stock:

Optionee:

Grant Date:

Type of Option: Nonstatutory Stock Option

Grant Number:

Number of Option Shares:

Exercise Price: $ per share

Expiration Date:

Date Exercisable: Immediately Exercisable

Vesting Schedule

The Option Shares shall initially be unvested and subject to repurchase by
the Company at the Exercise Price paid per share. Optionee shall acquire a
vested interest in, and the Company153s repurchase right shall accordingly lapse,
with respect to, the Option Shares in a series of four (4) successive equal
annual installments upon Optionee153s completion of each year of service as a
member of the Board over the four (4) year period measured from the Grant Date.
In no event shall any additional Option Shares vest after Optionee153s cessation
of Board service.

REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED
OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE
AND SHALL BE SUBJECT TO REPURCHASE BY THE COMPANY, AT THE EXERCISE PRICE PAID
PER SHARE, UPON OPTIONEE153S TERMINATION OF SERVICE AS A MEMBER OF THE BOARD PRIOR
TO VESTING IN THOSE SHARES. THE TERMS AND CONDITIONS OF SUCH REPURCHASE RIGHT
SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION
EXERCISE.

No Service Contract. Nothing in this Notice or in the
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue to serve on the Board for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company or the
Company153s shareholders, which rights are hereby expressly reserved by each, to
terminate Optionee153s service on the Board at any time, for any reason, with or
without cause, and in accordance with the provisions of applicable law.

Definitions. All capitalized terms in this Notice
shall have the meaning assigned to them in this Notice, the attached Stock
Option Agreement or the Plan.

DATED: ,


CISCO SYSTEMS, INC.

By:
Title:

OPTIONEE

STOCK OPTION AGREEMENT

Recitals

C. All capitalized terms in this Agreement shall have the meaning assigned to
them in this Agreement, the attached Notice of Grant of Stock Option (the ”
Notice”), or the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. The Company
hereby grants to Optionee, as of the Grant Date, a Nonstatutory Stock Option to
purchase up to the number of Option Shares specified in the Notice. The Option
Shares shall be purchasable from time to time during the Option term specified
in Paragraph 2 at the Exercise Price specified in the Notice.

3.
Non-Transferability. This Option shall
not be anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor153s process, whether voluntarily or involuntarily or by
operation of law. Notwithstanding the foregoing, should the Optionee die while
holding this Option, then this Option shall be transferred in accordance with
Optionee153s will or the laws of descent and distribution.

4. Exercisability/Vesting.

(a) This Option shall be immediately exercisable for any or all of the Option
Shares, whether or not the Option Shares are vested in accordance with the
Vesting Schedule set forth in the Notice, and shall remain so exercisable until
the Expiration Date or the sooner termination of the Option term under this
Paragraph 4 or Paragraph 5, 6 or 7.

(b) Optionee shall, in accordance with the Vesting Schedule set forth in the
Notice, vest in the Option Shares in a series of installments over his or her
period of Board service. Vesting in the Option Shares may be accelerated
pursuant to the provisions of Paragraph 5, 6 or 7. In no event, however, shall
any additional Option Shares vest following Optionee153s cessation of service as a
Board member.

(c) As an administrative matter, the exercisable portion of this Option may
only be exercised until the close of the Nasdaq Global Select Market on the
Expiration Date or

the earlier termination date under Paragraph 5, 6 or 7 or, if such date is
not a trading day on the Nasdaq Global Select Market, the last trading day
before such date. Any later attempt to exercise this Option will not be honored.
For example, if Optionee ceases to remain in service as provided in Paragraph
5(a) and the date twelve (12) months from the date of cessation is Monday,
July 4 (a holiday on which the Nasdaq Global Select Market is closed), Optionee
must exercise the exercisable portion of this Option by 4 pm Eastern Daylight
Time on Friday, July 1.

5. Cessation of Board Service.
Should Optionee153s service as a Board member cease while this Option remains
outstanding, then the Option term specified in Paragraph 2 shall terminate (and
this Option shall cease to be outstanding) prior to the Expiration Date in
accordance with the following provisions:

(a) Should Optionee cease to serve as a Board member for any reason (other
than death or Disability) while this Option is outstanding, then the period for
exercising this Option shall be reduced to a twelve (12)-month period commencing
with the date of such cessation of Board service, but in no event shall this
Option be exercisable at any time after the Expiration Date. During such limited
period of exercisability, this Option may not be exercised in the aggregate for
more than the number of Option Shares (if any) in which Optionee is vested on
the date of his or her cessation of Board service. Upon the earlier of
(i) the expiration of such twelve (12)-month period or (ii) the specified
Expiration Date, the Option shall terminate and cease to be exercisable with
respect to any vested Option Shares for which the Option has not been exercised.

(b) Should Optionee die during the twelve (12)-month period following his or
her cessation of Board service and hold this Option at the time of his or her
death, then the personal representative of Optionee153s estate or the person or
persons to whom the Option is transferred pursuant to Optionee153s will or in
accordance with the laws of descent and distribution shall have the right to
exercise this Option for any or all of the Option Shares in which Optionee is
vested at the time of Optionee153s cessation of Board service (less any Option
Shares purchased by Optionee after such cessation of Board service but prior to
death). Such right of exercise shall terminate, and this Option shall
accordingly cease to be exercisable for such vested Option Shares, upon the
earlier of (i) the expiration of the twelve (12)-month period measured
from the date of Optionee153s cessation of Board service or (ii) the specified
Expiration Date.

(c) Should Optionee cease service as a Board member by reason of death or
Disability, then all Option Shares at the time subject to this Option but not
otherwise vested shall immediately vest in full so that Optionee (or the
personal representative of Optionee153s estate or the person or persons to whom
the Option is transferred upon Optionee153s death) shall have the right to
exercise this Option for any or all of the Option Shares as fully-vested shares
of Common Stock at any time prior to the earlier of (i) the expiration of
the twelve (12)-month period measured from the date of Optionee153s cessation of
Board service or (ii) the specified Expiration Date.

(d) Upon Optionee153s cessation of Board service for any reason other than
death or Disability, this Option shall immediately terminate and cease to be

outstanding with respect to any and all Option Shares in which Optionee is
not otherwise at that time vested in accordance with the normal Vesting Schedule
set forth in the Notice or the special vesting acceleration provisions of
Paragraph 6 or 7 below.

6. Corporate Transaction.

(a) In the event of a Corporate Transaction, all Option Shares at the time
subject to this Option but not otherwise vested shall automatically vest so that
this Option shall, immediately prior to the specified effective date for the
Corporate Transaction, become fully exercisable for all of the Option Shares at
the time subject to this Option and may be exercised for all or any portion of
such shares as fully-vested shares of Common Stock. Immediately following the
consummation of the Corporate Transaction, this Option shall terminate and cease
to be outstanding, except to the extent assumed by the successor corporation or
its parent company.

(b) If this Option is assumed in connection with a Corporate Transaction,
then this Option shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the Option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same.

7. Change In Control/Hostile
Take-Over.

(a) All Option Shares subject to this Option at the time of a Change In
Control but not otherwise vested shall automatically vest so that this Option
shall, immediately prior to the effective date of such Change In Control, become
fully exercisable for all of the Option Shares at the time subject to this
Option and may be exercised for all or any portion of such shares as
fully-vested shares of Common Stock. This Option shall remain exercisable for
such fully-vested Option Shares until the earliest to occur of (i) the
specified Expiration Date, (ii) the sooner termination of this Option in
accordance with Paragraph 4, 5 or 6 or (iii) the surrender of this Option under
Paragraph 7(b).

(b) Optionee shall have an unconditional right (exercisable during the thirty
(30)-day period immediately following the consummation of a “Hostile Take-Over”
(as defined below)) to surrender this Option to the Company in exchange for a
cash distribution from the Company in an amount equal to the excess of (i) the
“Take-Over Price” (as defined below) of the Option Shares at the time subject to
the surrendered Option (whether or not those Option Shares are otherwise at the
time vested) over (ii) the aggregate Exercise Price payable for such shares.
This Paragraph 7(b) limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the Option term and may
not be assigned or transferred by Optionee. For purposes of this Option,
“Hostile Take-Over” shall mean the acquisition, directly or indirectly, by any
person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing more than thirty five percent
(35%) of the total combined voting power of the Company153s outstanding securities
pursuant to a tender or exchange offer made directly to the

Company153s shareholders which the Board does not recommend such shareholders
to accept. Further, for purposes of this Option, “Take-Over Price” shall mean
the greater of (i) the Fair Market Value on the date the Option is surrendered
to the Company in connection with a Hostile Take-Over, or (ii) the highest
reported price per share of Common Stock paid by the tender offeror in effecting
the Hostile Take-Over.

(c) To exercise the Paragraph 7(b) limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the Company
with written notice of the option surrender in which there is specified the
number of Option Shares as to which the Option is being surrendered. Such notice
must be accompanied by the return of Optionee153s copy of this Agreement, together
with any written amendments to such Agreement. The cash distribution shall be
paid to Optionee within five (5) business days following such delivery date.
Upon receipt of such cash distribution, this Option shall be cancelled with
respect to the shares subject to the surrendered Option (or the surrendered
portion), and Optionee shall cease to have any further right to acquire those
Option Shares under this Agreement. The Option shall, however, remain
outstanding for the balance of the Option Shares (if any) in accordance with the
terms and provisions of this Agreement, and the Company shall accordingly issue
a new stock option agreement (substantially in the same form as this Agreement)
for those remaining Option Shares.

8. Adjustment in Option Shares. In
the event of a subdivision of the outstanding Shares, a declaration of a
dividend payable in Shares, a declaration of a dividend payable in a form other
than Shares in an amount that has a material effect on the price of Shares, a
combination or consolidation of the outstanding Shares (by reclassification or
otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a
similar occurrence, appropriate adjustments shall be made to (i) the total
number and/or kind of shares or securities subject to this Option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a dilution
or enlargement of benefits hereunder.

9. Shareholder Rights. The holder of
this Option shall not have any shareholder rights with respect to the Option
Shares until such person shall have exercised the Option, paid the Exercise
Price and become a holder of record of the purchased Shares.

10. Manner of Exercising Option.

(i) Pay the aggregate Exercise Price for the purchased Shares in one or more
of the following forms:

(A) cash or check which, in the Company153s sole discretion, shall be made
payable to a Company-designated brokerage firm or the Company; and

brokerage firm (or in the case of an executive officer or Board member of the
Company, an Optionee-designated brokerage firm) to effect the immediate sale of
the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased Shares plus, if applicable, the amount
necessary to satisfy the Company153s withholding obligations at the minimum
statutory withholding rates and (II) to the Company to deliver the certificates
for the purchased Shares directly to such brokerage firm in order to complete
the sale transaction.

(ii) Furnish to the Company appropriate documentation that the person or
persons exercising the Option (if other than Optionee) have the right to
exercise this Option.

(iv) To the extent that the option is exercised for one or more unvested
Option Shares, Optionee (or other person exercising the option) shall deliver to
the Secretary of the Company a purchase agreement for those unvested Option
Shares.

11. No Impairment of Rights. This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. In addition, nothing in this Agreement
shall in any way be construed or interpreted so as to affect adversely or
otherwise impair the right of the Company or the shareholders to remove Optionee
from the Board at any time in accordance with the provisions of applicable law.

12. Compliance with Laws and
Regulations.

13. Successors and Assigns. Except
to the extent otherwise provided in Paragraphs 3, 5, 6 and 7, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and Optionee, Optionee153s assigns and the legal
representatives, heirs and legatees of Optionee153s estate.

14. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the Company at the Company153s principal corporate offices or to the Optionee at
the address maintained for the Optionee in the Company153s records or, in either
case, as subsequently modified by written notice to the other party.

15. Construction. The Notice, this
Agreement, and the Option evidenced hereby (a) are made and granted pursuant to
the Plan and are in all respects limited by and subject to the terms of the
Plan, and (b) constitute the entire agreement between Optionee and the Company
on the subject matter hereof and supercede all proposals, written or oral, and
all other communications between the parties related to the subject matter. All
decisions of the Committee with respect to any question or issue arising under
the Notice, this Agreement or the Plan shall be conclusive and binding on all
persons having an interest in this Option.

16. Governing Law. The
interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the State of California without resort to the conflict of laws
principles thereof.

17. Excess Shares. If the Option
Shares covered by this Agreement exceed, as of the Grant Date, the number of
Shares which may without shareholder approval be issued under the Plan, then
this Option shall be void with respect to those excess shares, unless
shareholder approval of an amendment sufficiently increasing the number of
Shares issuable under the Plan is obtained in accordance with the provisions of
the Plan and all applicable laws, regulations and rules.

(Prior to Fiscal 2009)

NON-EMPLOYEE DIRECTOR ANNUAL GRANT

CISCO SYSTEMS, INC.

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) made to
purchase shares of Cisco Systems, Inc. (the “Company”) common stock:

Optionee:

Grant Date:

Type of Option: Nonstatutory Stock Option

Grant

Number:

Number of Option Shares:

Exercise Price: $ per share

Expiration Date:

Date Exercisable: Immediately Exercisable

Vesting Schedule

The Option Shares shall initially be unvested and subject to repurchase by
the Company at the Exercise Price paid per share. Optionee shall acquire a
vested interest in, and the Company153s repurchase right shall accordingly lapse,
with respect to, the Option Shares in a series of two (2) successive equal
annual installments upon Optionee153s completion of each year of service as a
member of the Board over the two (2) year period measured from the Grant Date.
In no event shall any additional Option Shares vest after Optionee153s cessation
of Board service.

Definitions. All capitalized terms in this Notice
shall have the meaning assigned to them in this Notice, the attached Stock
Option Agreement or the Plan.

DATED: ,


CISCO SYSTEMS, INC.

By:
Title:

OPTIONEE

STOCK OPTION AGREEMENT

Recitals

C. All capitalized terms in this Agreement shall have the meaning assigned to
them in this Agreement, the attached Notice of Grant of Stock Option (the ”
Notice”), or the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

4. Exercisability/Vesting.

(c) As an administrative matter, the exercisable portion of this Option may
only be exercised until the close of the Nasdaq Global Select Market on the
Expiration Date or

5. Cessation of Board Service.
Should Optionee153s service as a Board member cease while this Option remains
outstanding, then the Option term specified in Paragraph 2 shall terminate (and
this Option shall cease to be outstanding) prior to the Expiration Date in
accordance with the following provisions:

(d) Upon Optionee153s cessation of Board service for any reason other than
death or Disability, this Option shall immediately terminate and cease to be

6. Corporate Transaction.

7. Change In Control/Hostile
Take-Over.

10. Manner of Exercising Option.

(i) Pay the aggregate Exercise Price for the purchased Shares in one or more
of the following forms:

(A) cash or check which, in the Company153s sole discretion, shall be made
payable to a Company-designated brokerage firm or the Company; and

(ii) Furnish to the Company appropriate documentation that the person or
persons exercising the Option (if other than Optionee) have the right to
exercise this Option.

12. Compliance with Laws and
Regulations.

NON-EMPLOYEE DIRECTOR STOCK GRANT

CISCO SYSTEMS, INC.

STOCK GRANT AGREEMENT


Grantee:

Grant Date:

Grant Number:

Restricted Shares:

Vest Date:		The completion of one (1) year of Board service measured from the Grant Date.

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

2. Vesting of Restricted Shares. So
long as your service on the Board continues, the Restricted Shares shall vest in
accordance with the following schedule: one-hundred percent (100%) of the total
number of Restricted Shares issued pursuant to this Agreement shall vest on the
Vest Date, unless otherwise provided by the Plan or Section 3 below. Except as
provided in Section 3 below, in the event of the termination of your Board
service for any reason, all unvested Restricted Shares shall be immediately
forfeited without consideration. For purposes of facilitating the enforcement of
the provisions of this Section 2, the Company may issue stop-transfer
instructions on the Restricted Shares to the Company153s transfer agent, or
otherwise hold the Restricted Shares in escrow, until the Restricted Shares have
vested and you have satisfied all applicable obligations with respect to the
Restricted Shares, including any applicable tax withholding obligations set
forth in Section 5 below. Any new, substituted or additional securities or other
property which is issued or distributed with respect to the unvested Restricted
Shares shall be subject to the same terms and conditions as are applicable to
the unvested Restricted Shares under this Agreement and the Plan.

3. Special Acceleration.

(a) To the extent the Restricted Shares are outstanding at the time of a
Corporate Transaction or a Change in Control, but not otherwise fully vested,
such Restricted Shares shall automatically accelerate immediately prior to the
effective date of the Corporate Transaction or the Change in Control, as the
case may be, and shall become vested in full at that time.

(b) If your service on the Board ceases as a result of your death or
Disability then, to the extent the Restricted Shares are outstanding, but not
otherwise fully vested, such Restricted Shares shall automatically accelerate
and shall become vested in full at that time.

(c) This Stock Grant Agreement shall not in any way affect the right of the
Company to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

5. Withholding Taxes. You agree to
make arrangements satisfactory to the Company for the satisfaction of any
applicable withholding tax obligations that arise in connection with the
Restricted Shares which, at the sole discretion of the Company, may include
(i) having the Company withhold Shares from the Restricted Shares held in
escrow, or (ii) any other arrangement approved by the Company, in any case,
equal in value to the amount necessary to satisfy any such withholding tax
obligation. Such Shares shall be valued based on the Fair Market Value as of the
day prior to the date that the amount of tax to be withheld is to be determined
under applicable law. The Company shall not be required to release the
Restricted Shares from the stop-transfer instructions or escrow unless and until
such obligations are satisfied.

6. Tax Advice. You represent,
warrant and acknowledge that the Company has made no warranties or
representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on
the Company or the Company153s representatives for an assessment of such tax
consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY STOCK GRANT AWARD.
NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR
THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

preclude you from designating a beneficiary who will receive any vested
Restricted Shares in the event of the your death, nor shall it preclude a
transfer of vested Restricted Shares by will or by the laws of descent and
distribution.

9. Stock Certificate Restrictive
Legends. Stock certificates evidencing the Restricted Shares may
bear such restrictive legends as the Company and the Company153s counsel deem
necessary under applicable law or pursuant to this Agreement.

12. Authorization to Release Necessary Personal
Information.

(a) You hereby authorize and direct the Company to collect, use and transfer
in electronic or other form, any personal information (the “Data”) regarding
your service, the nature and amount of your compensation and the facts and
conditions of your participation in the Plan (including, but not limited to,
your name, home address, telephone number, date of birth, social security number
(or any other social or national identification number), compensation,
nationality, job title, number of Shares held and the details of all Awards or
any other entitlement to Shares awarded, cancelled, exercised, vested, unvested
or outstanding) for the purpose of implementing, administering and managing your
participation in the Plan. You understand that the Data may be transferred to
the Company or any of its Subsidiaries, or to any third parties assisting in the
implementation, administration and management of the Plan, including any
requisite transfer to a broker or other third party assisting with the
administration of this Stock Grant Award under the Plan or with whom Shares
acquired pursuant to this Stock Grant Award or cash from the sale of such shares
may be deposited. You acknowledge that recipients of the Data may be located in
different countries, and those countries may have data privacy laws and
protections different from those in the country of your residence. Furthermore,
you acknowledge and understand that the transfer of the Data to the Company or
any of its Subsidiaries, or to any third parties is necessary for your
participation in the Plan.

13. No Entitlement or Claims for
Compensation.

14. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

DATED: ,


CISCO SYSTEMS, INC.

By:
Title:

GRANTEE

NON-EMPLOYEE DIRECTOR STOCK UNIT

IN LIEU OF ANNUAL RETAINER

CISCO SYSTEMS, INC.

STOCK UNIT AGREEMENT


Grantee:


Grant Date:


Grant Number:


Restricted Stock Units:

In consideration of the mutual agreements herein contained and intending to
be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. Pursuant
to the Plan, the Company hereby grants to you, and you hereby accept from the
Company, Restricted Stock Units, each of which is a bookkeeping entry
representing the equivalent in value of one (1) Share, on the terms and
conditions set forth herein and in the Plan.

2. Vesting of Restricted Stock
Units. One-hundred percent (100%) of the total number of Restricted
Stock Units granted pursuant to this Agreement shall vest on the Grant Date.

3. Settlement of Restricted Stock
Units. Restricted Stock Units shall be automatically settled in
Shares upon your separation from service within the meaning of Code Section 409A
(“Separation from Service”), provided that the Company shall have no obligation
to issue Shares pursuant to this Agreement unless and until you have satisfied
any applicable tax withholding obligations and such issuance otherwise complies
with all applicable law.

4. Tax Advice. You represent,
warrant and acknowledge that the Company has made no warranties or
representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on
the Company or the Company153s representatives for an assessment of such tax
consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY RESTRICTED STOCK
UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

5. Non-Transferability of Restricted Stock
Units. Restricted Stock Units shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor153s
process, whether voluntarily or involuntarily or by operation of law. However,
this Section 5 shall not preclude you from designating a beneficiary who will
receive vested Shares pursuant to this award in the event of your death, nor
shall it preclude a transfer of vested Shares pursuant to this award by will or
by the laws of descent and distribution.

6. Restriction on Transfer.
Regardless of whether the transfer or issuance of the Shares to be issued
pursuant to the Restricted Stock Units has been registered under the Securities
Act or has been registered or qualified under the securities laws of any state,
the Company may impose additional restrictions upon the sale, pledge, or other
transfer of the Shares (including the placement of appropriate legends on stock
certificates and the issuance of stop-transfer instructions to the Company153s
transfer agent) if, in the judgment of the Company and the Company153s counsel,
such restrictions are necessary in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or any other
law.

7. Stock Certificate Restrictive
Legends. Stock certificates evidencing the Shares
issued pursuant to the Restricted Stock Units may bear such restrictive legends
as the Company and the Company153s counsel deem necessary under applicable law or
pursuant to this Agreement.

8. Representations, Warranties, Covenants, and
Acknowledgments. You hereby agree that in the event the Company and
the Company153s counsel deem it necessary or advisable in the exercise of their
discretion, the transfer or issuance of the Shares issued pursuant to the
Restricted Stock Units may be conditioned upon you making certain
representations, warranties, and acknowledgments relating to compliance with
applicable securities laws.

9. Voting and Other Rights. Subject
to the terms of this Agreement, you shall not have any voting rights or any
other rights and privileges of a shareholder of the Company unless and until the
Restricted Stock Units are settled in Shares upon your Separation from Service.

10. Authorization to Release Necessary Personal
Information.

(b) Prior to the time that the Restricted Stock Units are settled in Shares
upon your Separation from Service, you shall have no rights other than those of
a general creditor of the Company. The Restricted Stock Units represent an
unfunded and unsecured obligation of the Company.

11. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws principles thereof.

12. Notices. Any notice required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by confirmed email,
telegram, or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the Company at the Company153s principal corporate offices or to you at the
address maintained for you in the Company153s records or, in either case, as
subsequently modified by written notice to the other party.

13. Binding Effect. Subject to the
limitations set forth in this Agreement, this Agreement shall be binding upon,
and inure to the benefit of, the executors, administrators, heirs, legal
representatives, successors, and assigns of the parties hereto.

14. Severability. If any provision
of this Agreement is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of the
parties to the extent possible. In any event, all other provisions of this
Agreement shall be deemed valid and enforceable to the full extent possible.


DATED:


CISCO SYSTEMS, INC.

By:
Title:


GRANTEE

NON-EMPLOYEE DIRECTOR ELECTION UNDER THE

CISCO SYSTEMS, INC. 2005 STOCK INCENTIVE PLAN

INITIAL EQUITY AWARD

I, , being a
prospective newly elected or appointed non-employee member of the Board of
Directors of Cisco Systems, Inc. (the “Company”) hereby elect to defer the
settlement of my total initial restricted stock unit award anticipated to be
granted under the 2005 Stock Incentive Plan (the “Plan”) on
in connection with my initial election or
appointment as a non-employee member of the Board of Directors of the Company.

This election will be effective only if received by
on or before
[the date of
the non-employee director153s election or appointment].

If I do not elect to defer the settlement of my initial restricted stock unit
grant, the restricted stock unit grant will be automatically settled in shares
of the Company153s common stock on, or as soon as practicable after, the below
described vesting dates of the restricted stock unit grant.

Fifty percent (50%) of my initial restricted stock unit grant will vest upon
the completion of one year of Board service measured from my initial appointment
or election date and the remaining fifty percent (50%) will vest upon my
completion of one year of Board service thereafter (subject to acceleration in
certain cases), as more fully set forth in the Stock Unit Agreement. I
understand that if my “separation from service” within the meaning of
Section 409A of the Internal Revenue Code (“Separation from Service”) occurs
before my restricted stock unit grant vests, any unvested portion will be
forfeited.

I understand that if I elect to defer the settlement of my initial restricted
stock unit grant, any vested portion of my stock unit grant will not be settled
in shares of the Company153s common stock upon the above mentioned vesting dates,
but instead will be settled in shares of the Company153s common stock on, or as
soon as practicable after, my Separation from Service (which generally will be
the date my service as a member of the Board of Directors of the Company
terminates).

I understand that my receipt of shares of the Company153s common stock pursuant
to any stock unit grant will be taxed as ordinary income to me based on the
value of the shares on the date the stock unit grant is settled and I receive
shares of the Company153s common stock.



Signature of Non-Employee Director						Date

* Because individual circumstances vary, Cisco Systems, Inc. can not
provide tax advice and you should consult with your own tax advisor regarding
the income tax consequences of your potential elections.

NON-EMPLOYEE DIRECTOR ELECTION UNDER THE

CISCO SYSTEMS, INC. 2005 STOCK INCENTIVE PLAN

ANNUAL RETAINER & EQUITY AWARD

ANNUAL RETAINER

I, , being a
non-employee member of the Board of Directors of Cisco Systems, Inc. (the
“Company”) hereby elect to receive (complete either (a) or
(b) below):

(a)	% (insert 0% OR a percentage between 25% and 100%) of my total annual retainer for the next year of Board service commencing at the next annual meeting of shareholders;

(b)	$ (insert $0 OR a dollar amount between $18,750 and $75,000) of my total annual retainer for the next year of Board service commencing at the next annual meeting of shareholders;

in the form of (check either (i) or (ii) below):

(i) a fully vested deferred stock unit grant which will
be granted under the 2005 Stock Incentive Plan (the “Plan”) on
November , 200 based on the closing value of the Company153s
common stock on that date;

(ii) a fully vested stock grant which will be granted
under the Plan on November , 200 based on the closing value
of the Company153s common stock on that date.

I understand that this election will be effective only if received by
on or before
[December 31, [PRECEDING YEAR]].

I further understand that I will receive my annual retainer in the form of
cash to the extent that I do not elect to receive it in the form of a stock unit
grant or stock grant under the Plan on, or as soon as practicable after, the
date of the annual meeting of shareholders on ,
20 .

I understand that, if I elect to receive a stock unit grant, any such stock
unit grant will be settled in shares of the Company153s common stock on, or as
soon as practicable after, my “separation from service” within the meaning of
Section 409A of the Internal Revenue Code (which generally will be the date my
service as a member of the Board of Directors of the Company terminates).

I further understand that my receipt of shares of the Company153s common stock
pursuant to any stock unit grant will be taxed as ordinary income to me based on
the value of the shares on the date the stock unit grant is settled and I
receive shares of the Company153s common stock.

I understand that, if I elect to receive a stock grant, I will receive the
shares representing any such stock grant on, or as soon as practicable after,
the date of the annual shareholder meeting and that my receipt of a stock grant
will be taxed as ordinary income to me based on the value of the shares on the
date of grant.

ANNUAL EQUITY AWARD

I further (check one) (i) ELECT or
(ii) DO NOT ELECT to defer the settlement of my
total annual restricted stock unit award anticipated to be granted under the
2005 Stock Incentive Plan (the “Plan”) on ,
20 immediately following the Company153s 20 Annual Meeting
of Shareholders.

I understand that this election will be effective only if received by
on or before
[December 31, [PRECEDING YEAR]].

If I do not elect to defer the settlement of my annual restricted stock unit
grant, the above-mentioned restricted stock unit grant will be automatically
settled in shares of the Company153s common stock on, or as soon as practicable
after, the vesting of the restricted stock unit grant upon the completion of one
year of Board service following the date of grant (subject to acceleration in
certain cases), as more fully set forth in the Stock Unit Agreement. I
understand that if my “separation from service” within the meaning of
Section 409A of the Internal Revenue Code (“Separation from Service”) occurs
before my restricted stock unit grant vests, the grant will be forfeited.

I understand that if I elect to defer the settlement of the above-mentioned
annual restricted stock unit grant, any vested portion of my restricted stock
unit grant will not be settled in shares of the Company153s common stock upon the
above-described vesting date, but instead will be settled in shares of the
Company153s common stock on, or as soon as practicable after, my Separation from
Service (which generally will be the date my service as a member of the Board of
Directors of the Company terminates).



Signature of Non-Employee Director						Date

CISCO SYSTEMS, INC.

VESTING ACCELERATION POLICY

FOR

DEATH AND TERMINAL ILLNESS

AMENDED SEPTEMBER 8, 2011

Unless and until the Compensation & Management Development Committee of
the Board of Directors of Cisco Systems, Inc. determines otherwise, the
following policy shall be applied to all equity awards issued under any equity
plan maintained Cisco or any Cisco subsidiary, including equity awards and/or
equity plans assumed by Cisco in connection with its acquisition of companies,
and held by any employee of Cisco or any Cisco subsidiary (each such award shall
be referred to herein as an “equity award”), except to the extent that the
application of such policy would be prohibited by the applicable equity plan,
equity award agreement or any applicable law, rule or regulation.

For purposes of this policy:

the value of stock options and stock appreciation rights is
based on the difference between the exercise price of the equity awards and the
closing price of Cisco153s stock on the date of the employee153s death or terminal
illness, as applicable, or if such day is not a trading day, the last trading
day prior to the date of death or terminal illness, as applicable; and

the value of stock grants, stock units, and unvested shares
previously acquired pursuant to equity awards (such shares are referred to
herein as “unvested equity award shares”) is based on the difference between the
purchase price, if any, and the closing price of Cisco153s stock on the date of
the employee153s death or terminal illness, as applicable, or if such day is not a
trading day, the last trading day prior to the date of death or terminal
illness, as applicable;

“unvested equity award shares” includes outstanding and unvested
performance-based restricted stock or stock unit awards and the accelerated
vesting of such awards will be deemed to occur at target levels, subject to the
specified limits below; and

to the extent the vesting of any performance-based restricted
stock or stock unit award is accelerated pursuant to this policy, the award will
be settled upon the death or terminal illness of an employee, as the case may
be, except that if the applicable award is subject to Section 409A of the
Internal Revenue Code (“Code Section 409A”) and such terminal illness does not
qualify as a “Disability” within the meaning of Code Section 409A, then the
award will instead be settled on the fixed payment date following the end of the
performance period on which the applicable award is normally paid out.

ACCELERATION UPON DEATH OF EMPLOYEE

Upon the death of an employee, Cisco will accelerate the vesting of the
employee153s outstanding equity awards and any unvested equity award shares up to
a specified limit based on the value of the equity awards and/or shares on the
date of death. The limit on the amount of accelerated vesting is the greater of:
(a) one-hundred percent (100%) of the unvested equity awards and/or unvested
equity award shares up to a total value of $10 million; or (b) up to one year of
vesting from the date of death as to all unvested equity awards and/or unvested
equity award shares. For example, if an employee held unvested options for
100,000 shares with an exercise price of $1 which would vest in four annual
installments of 25,000 shares, and the closing price of Cisco153s stock on the
date of the employee153s death was $101, all 100,000 of the shares would become
vested (100,000 shares x $100 (the difference between $101 and $1) =
$10,000,000).

ACCELERATION UPON TERMINAL ILLNESS OF EMPLOYEE

Upon the terminal illness of an employee, Cisco will accelerate the vesting
of the employee153s outstanding equity awards and any unvested equity award shares
up to a specified limit based on the value of the equity

awards and/or shares on the date of the terminal illness. An employee will be
considered terminally ill upon the approval by Cisco153s employee life insurance
provider of the accelerated life insurance benefit which indicates 12 months or
less to live. When a request is made to accelerate the vesting of an employee153s
outstanding equity awards and early life insurance payouts are not also
requested, an employee will be considered terminally ill upon the approval by
Cisco153s external, independent medical review vendor (which may include Cisco153s
employee life insurance provider). The date of terminal illness will be the date
the determination is made by Cisco153s employee life insurance provider or Cisco153s
external, independent medical review vendor. The limit on the amount of
accelerated vesting is the greater of: (a) one-hundred percent (100%) of the
unvested equity awards and/or unvested equity award shares up to a total value
of $10 million; or (b) up to one year of vesting from the date of the terminal
illness as to all unvested equity awards and/or unvested equity award shares.
For example, if an employee holds unvested options for 100,000 shares with an
exercise price of $1 which would vest in four annual installments of 25,000
shares, and the closing price of Cisco153s stock on the date that the employee is
determined to be terminally ill was $101, all 100,000 of the shares would become
vested (100,000 shares x $100 (the difference between $101 and $1) =
$10,000,000).

CISCO SYSTEMS, INC.

VESTING POLICY

FOR

LEAVES OF ABSENCE

(Effective until approximately November 2008)

SUSPENSION OF VESTING UPON AUTHORIZED LEAVE OF ABSENCE

The exercise or vesting schedule in effect for any outstanding equity award
and any unvested shares previously acquired pursuant to any equity award (such
shares referred to herein as “unvested equity award shares”) held by an employee
at the time of the employee153s commencement of an authorized leave of absence
shall be suspended as of the first day of the authorized leave of absence, and
the equity award and any unvested equity shares shall not vest and/or become
exercisable for any additional shares during the period the employee remains on
such leave of absence.

(Effective in or around November 2008)

90 DAYS CONTINUED VESTING ON AUTHORIZED LEAVES OF ABSENCE

The exercise or vesting schedule in effect for any outstanding equity award
and any unvested shares previously acquired pursuant to any equity award (such
shares referred to herein as “unvested equity award shares”) held by an employee
at the time of the employee153s commencement of an authorized leave of absence
shall continue to vest and/or become exercisable in accordance with the vesting
schedule set forth in the applicable equity award agreement during the period
the employee remains on such authorized leave of absence; provided that, in no
event shall any employee be entitled to vest for more than 90 days of authorized
leaves of absence during any rolling 12-month period (the “LOA Limit”).

If an employee exceeds the LOA Limit during any rolling 12-month period, the
unvested equity award shares held by such an employee shall be suspended
immediately following the expiration of the LOA Limit and the equity award and
any unvested equity shares shall not vest and/or become exercisable for any
additional shares during the remainder of the rolling 12-month period.

CISCO SYSTEMS, INC.

TRANSFER POLICY

FOR

DIVORCE

PROHIBITION ON TRANSFER OF EQUITY AWARDS UPON DIVORCE

Except as provided below, equity awards and any unvested shares acquired
pursuant to equity awards shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor153s process in
connection with the divorce of the holder of such equity award or shares. Equity
awards and any unvested shares acquired pursuant to equity awards may be
transferred by an executive officer of Cisco only to the extent required by a
domestic relations order, as defined by the Internal Revenue Code or Title I of
the Employee Retirement Income Security Act, or the rules thereunder, in
settlement of marital property rights by any court of competent jurisdiction.

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