2009 Deferred Compensation Plan – Cisco

ARTICLE 1

DEFINITIONS

1

ARTICLE 2

SELECTION, ENROLLMENT, ELIGIBILITY

5

2.1

Selection by Committee

5

2.2

Enrollment and Eligibility Requirements; Commencement of Participation

5

ARTICLE 3

DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/
COMPANY MATCHING AMOUNTS/ VESTING/CREDITING/TAXES

6

3.1

Annual Deferral Amount

6

3.2

Maximum Deferral

6

3.3

Election to Defer; Effect of Election Form

7

3.4

Withholding and Crediting of Annual Deferral Amounts

8

3.5

Company Matching Amount

8

3.6

Discretionary Company Contribution Amount

8

3.7

Crediting of Amounts after Benefit Distribution

8

3.8

Vesting

8

3.9

Crediting/Debiting of Account Balances

8

3.10

FICA and Other Taxes

9

ARTICLE 4

SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES

10

4.1

Scheduled Distribution

10

4.2

Postponing Scheduled Distributions

11

4.3

Other Benefits Take Precedence Over Scheduled Distributions

11

4.4

Scheduled Distributions and Former Scientific-Atlanta Participants

11

4.5

Unforeseeable Emergencies

11

ARTICLE 5

TERMINATION BENEFIT

12

5.1

Termination Benefit

12

5.2

Payment of Termination Benefit

12

5.3

Payment of Termination Benefit to Former Scientific-Atlanta Participants

13

ARTICLE 6

DISABILITY BENEFIT

13

6.1

Disability Benefit

13

6.2

Payment of Disability Benefit

13

6.3

Payment of Disability Benefit to Former Scientific-Atlanta Participants

14

ARTICLE 7

DEATH BENEFIT

14

7.1

Death Benefit

14

7.2

Payment of Death Benefit

14

7.3

Payment of Death Benefit to Former Scientific-Atlanta Participants

14

ARTICLE 8

BENEFICIARY DESIGNATION

14

8.1

Beneficiary

14

8.2

Beneficiary Designation; Change; Spousal Consent

14

8.3

Acknowledgment

15

8.4

No Beneficiary Designation

15

8.5

Doubt as to Beneficiary

15

8.6

Discharge of Obligations

15

ARTICLE 9

LEAVE OF ABSENCE

15

9.1

Paid Leave of Absence

15

9.2

Unpaid Leave of Absence

15

9.3

Leaves Resulting in Separation From Service

16

ARTICLE 10

TERMINATION OF PLAN, AMENDMENT OR MODIFICATION

16

10.1

Termination of Plan

16

10.2

Amendment

16

10.3

Effect of Payment

16

ARTICLE 11

ADMINISTRATION

16

11.1

Duties

16

11.2

Agents

17

11.3

Binding Effect of Decisions

17

11.4

Indemnity of Committee

17

11.5

Employer Information

17

ARTICLE 12

OTHER BENEFITS AND AGREEMENTS

17

12.1

Coordination with Other Benefits

17

ARTICLE 13

CLAIMS PROCEDURES

17

13.1

Presentation of Claim

17

13.2

Notification of Decision

18

13.3

Review of a Denied Claim

18

13.4

Decision on Review

19

13.5

Legal Action

19

ARTICLE 14

MISCELLANEOUS

19

14.1

Status of Plan

19

14.2

Unsecured General Creditor

19

14.3

Employer153s Liability

19

14.4

Nonassignability

20

14.5

Not a Contract of Employment

20

14.6

Furnishing Information

20

14.7

Terms

20

14.8

Captions

20

14.9

Governing Law

20

14.10

Notice

20

14.11

Successors

21

14.12

Spouse153s Interest

21

14.13

Validity

21

14.14

Incompetent

21

14.15

Court Order

21

14.16

Distribution in the Event of Income Inclusion under Code Section 409A

21

14.17

Deduction Limitation on Benefit Payments

22

1.1

“Account Balance” shall mean, with respect
to a Participant, an entry on the records of the Employer equal to the sum of
(i) the Deferral Account balance and (ii) the Company Contributions Account
balance. The Account Balance shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts
to be paid to a Participant, or his or her designated Beneficiary, pursuant to
this Plan.

1.2

“Annual Deferral Amount” shall mean that
portion of a Participant153s Base Salary, Bonus and Commissions that a Participant
defers in accordance with Article 3 for any one Plan Year.

1.3

“Base Salary” shall mean the annual cash
compensation relating to services performed during any calendar year, excluding
distributions from nonqualified deferred compensation plans, Bonuses,
Commissions, overtime, fringe benefits, stock options and other equity awards,
relocation expenses, incentive payments, non-monetary awards, and automobile and
other allowances paid to a Participant for employment services rendered (whether
or not such allowances are included in the Employee153s gross income). Base Salary
shall be calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or nonqualified plans
of any Employer and shall be calculated to include amounts not otherwise
included in the Participant153s gross income under Code Sections 125, 132,
402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements established by
any Employer; provided, however, that all such amounts will be included in
compensation only to the extent that had there been no such plan, the amount
would have been payable in cash to the Employee. Notwithstanding anything in
this Plan to the contrary, “Base Salary” shall not include any amount paid
pursuant to a disability plan or pursuant to a disability insurance policy.

1.4

“Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in accordance with
Article 8, that are entitled to receive benefits under this Plan upon the death
of a Participant.

1.5

“Beneficiary Designation Form” shall mean
the form, which may be in electronic format, that a Participant completes to
designate one or more Beneficiaries in accordance with such procedures
established by the Company.

1.6

“Benefit Distribution Date” shall mean the
date that the distribution of all or a portion of a Participant153s vested Account
Balance becomes payable under the Plan. A Participant153s Benefit Distribution
Date shall be determined based on the event giving rise to the distribution as
more fully described in Articles 4 through 7.

1.7

“Board” shall mean the board of directors of
the Company.

1.8

“Bonus” shall mean any compensation, earned
and payable to a Participant under any incentive pay program other than those
programs designated by the Company as ineligible for deferral under the Plan.

1.9

“Claimant” shall have the meaning set forth
in Section 13.1.

1.10

“Code” shall mean the Internal Revenue Code
of 1986, as it may be amended from time to time. The definition of “Code” shall
also include related guidance, rules and regulations issued by the U.S.
Department of the Treasury and Internal Revenue Service thereunder.

1.11

“Commissions” shall mean pay other than Base
Pay or Bonuses which is designated as commission payments under an Employer153s
payroll systems.

1.12

“Committee” shall mean the Compensation and
Management Development Committee of the Board.

1.13

“Company” shall mean Cisco Systems, Inc., a
California corporation, and any successor to all or substantially all of the
Company153s assets or business. With regard to the administration of the Plan,
except with respect to those provisions reserved for the Committee, “Company”
shall mean the 401(k) Plan Administration Committee (the “401(k) Administration
Committee”).

1.14

“Company Contributions Account” shall mean
(i) the sum of all of a Participant153s Company Matching Amounts, plus (ii) the
sum of all Discretionary Company Contributions, plus (iii) amounts credited or
debited to the Participant153s Company Contributions Account in accordance with
this Plan, less (iv) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant153s Company
Contributions Account.

1.15

“Company Matching Amount” shall mean, for
any one Plan Year, the amount determined in accordance with Section 3.5.

1.16

“Death Benefit” shall mean the benefit set
forth in Article 7.

1.17

“Deferral Account” shall mean (i) the sum of
all of a Participant153s Annual Deferral Amounts, plus (ii) amounts credited or
debited to the Participant153s Deferral Account in accordance with this

1.18

“Disability” or “Disabled”
shall have the meaning set forth in Code Section 409A.

1.19

“Disability Benefit” shall mean the benefit
set forth in Article 6.

1.20

“Discretionary Company Contribution Amount”
shall mean, for any one Plan Year, the amount determined in accordance with
Section 3.6.

1.21

“Effective Date” shall mean January 1, 2009.

1.22

“Election Form” shall mean the form, which
may be in electronic format, that a Participant completes in accordance with
such procedures established by the Company.

1.23

“Employee” shall mean a person who is an
employee of any Employer.

1.24

“Employer(s)” shall mean the Company and/or
any of its subsidiaries (now in existence or hereafter formed or acquired) that
have been selected by the Committee to participate in the Plan and have adopted
the Plan as a participating Employer.

1.25

“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as it may be amended from time to time. The
definition of “ERISA” shall also include related guidance, rules and regulations
issued by the U.S. Department of Labor thereunder.

1.26

“401(k) Plan” shall mean, with respect to an
Employer, a plan qualified under Code Section 401(a) that contains a cash or
deferral arrangement described in Code Section 401(k), adopted by the Employer,
as it may be amended from time to time, or any successor thereto.

1.27

“Installment Method” shall be an installment
payment over the number of years selected by the Participant in accordance with
this Plan. Such amounts shall be paid in quarterly, semi-annual or annual
payments (over a period not to exceed ten (10) years). The amount of each
installment shall be calculated by dividing the amount then subject to the
installment payment by the number of installments then remaining to be made. The
amount subject to installment payments that has not yet been paid shall continue
to be credited/debited with additional amounts in accordance with Section 3.9.
For purposes of this Plan, the right to receive benefit payments in installment
payments shall be treated as the entitlement to a single payment.

1.28

“Participant” shall mean any Employee who is
on the United States payroll of an Employer and (i) who is selected to
participate in the Plan, (ii) who submits an executed Plan Agreement and
Election Form, and (iii) whose Plan Agreement has not terminated.

1.29

“Plan” shall mean the Cisco Systems, Inc.
2009 Deferred Compensation Plan, which shall be evidenced by this instrument and
by each Plan Agreement, as they may be amended from time to time.

1.30

“Plan Agreement” shall mean a written
agreement, as may be amended from time to time, which is entered into by and
between an Employer and a Participant. Each Plan Agreement executed by a
Participant and the Participant153s Employer shall provide for the entire benefit
to which such

1.31

“Plan Year” shall mean a period beginning on
January 1 of each calendar year and continuing through December 31 of such
calendar year.

1.32

“SA Grandfathered Plan” shall mean the
Scientific-Atlanta Executive Deferred Compensation Plan, as amended and restated
effective May 15, 2002.

1.33

“SA Post-2004 Plan” shall mean the
Scientific-Atlanta 2005 Executive Deferred Compensation Plan, as amended and
restated effective January 1, 2008.

1.34

“Scheduled Distribution” shall mean the
distribution set forth in Section 4.1.

1.35

“Supplement A” shall mean the supplement to
this Plan governing the time and form of payments for participants of the SA
Post-2004 Plan, with amounts deferred between January 1, 2005 and December 31,
2008.

1.36

“Supplement B” shall mean the supplement to
this Plan governing the time and form of payments for participants of the SA
Grandfathered Plan, with amounts deferred before January 1, 2005.

1.37

“Termination Benefit” shall mean the benefit
set forth in Article 5 which shall be paid following a Participant153s Termination
of Employment.

1.38

“Termination of Employment” shall mean the
separation from service with all Employers, voluntarily or involuntarily, for
any reason other than Disability or death, as determined in accordance with Code
Section 409A. For this purpose, the definition of “service recipient” for
purposes of determining whether a separation from service has occurred for
purposes of Code Section 409A shall be determined by utilizing the twenty
percent (20%) tests described in section 1.409A-1(h) of the Code Section 409A
regulations to the extent permitted under such regulations.

1.39

“Unforeseeable Emergency” shall mean a
severe financial hardship of the Participant or his or her Beneficiary resulting
from (i) an illness or accident of the Participant or Beneficiary, the
Participant153s or Beneficiary153s spouse, or the Participant153s or Beneficiary153s
dependent (as defined in Code Section 152(a)), (ii) a loss of the Participant153s
or Beneficiary153s property due to casualty, or (iii) such other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or the Participant153s Beneficiary.

2.1

Selection by Committee. Participation
in the Plan shall be limited to a select group of management or highly
compensated Employees. From that group, the Committee shall select, in its sole
discretion, those individuals who may actually participate in this Plan.

2.2

Enrollment and Eligibility Requirements;
Commencement of Participation. As a condition to participation,
each selected Employee who is eligible to participate in the Plan effective as
of the first day of a Plan Year shall complete a Plan Agreement and an Election
Form, prior to the first day of such Plan Year, or such other earlier deadline
as may be established by the Company in its sole discretion. In addition, the
Company shall establish from time to time such other enrollment requirements as
it determines, in its sole discretion, are necessary.

(a)

Each selected Employee who is eligible to participate in the
Plan shall commence participation in the Plan on the date that the Employee has
met all enrollment requirements set forth in this Plan and required by the
Company, including completing all required documents within the specified time
period(s).

(b)

A newly hired Employee who is selected to participate in the
Plan who first becomes a Participant after the beginning of a Plan Year must
complete a Plan Agreement and an Election Form within thirty (30) days after he
or she first becomes eligible to participate in the Plan, or within such other
earlier deadline as may be established by the Company, in its sole discretion,
in order to participate for that Plan Year. In such event, such person153s
participation in this Plan shall not commence earlier than the date determined
by the Company pursuant to Section 2.2(a) and such person shall not be permitted
to defer under this Plan any portion of his or her Base Salary or Commissions
that are paid with respect to services performed prior to his or her
participation commencement date, except to the extent permissible under Code
Section 409A. Except as otherwise permitted by the Company (and in accordance
with Code Section 409A), a Participant described in this Section 2.2(b) shall
not be permitted to make a deferral election with respect to Bonuses for the
first Plan Year in which he or she is eligible to participate. Subject to the
requirements of Section 409A of the Code, a newly hired Employee who is in a
classification of Employees otherwise eligible to participate in the Plan shall
be eligible to participate in the Plan as of the first business day of the month
following the month which contains the Employee153s date of hire.

(c)

A newly eligible Employee who is selected to participate in
the Plan as a result of a promotion, or other change in employment status
resulting in the individual first being eligible to participate in the Plan
after the beginning of a Plan Year, must complete a Plan Agreement and an
Election Form within thirty (30) days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as may be
established by the Company, in its sole discretion, in order to participate for
that Plan Year. In such event, such person153s participation in this Plan shall
not commence earlier than the date determined by the Company pursuant to
Section 2.2(a) and such person shall not be permitted to defer under this Plan
any portion of his or her Base Salary or Commissions that are paid with respect
to services performed prior to his or her participation commencement date,
except to the extent permissible under Code Section

(d)

If an Employee fails to meet all requirements contained in
this Section 2.2 within the period(s) required, that Employee shall not be
eligible to participate in the Plan during such Plan Year.

3.1

Annual Deferral Amount. For each Plan
Year, a Participant may elect to defer as his or her Annual Deferral Amount,
Base Salary, Bonus and/or Commissions pursuant to such rules as may be
established by the Company in accordance with Code Section 409A. For the
avoidance of doubt, a Participant may not defer his or her severance payments
(if any) under the Plan. Such Annual Deferral Amount may be subject to a minimum
deferral amount established by the Company.

3.2

Maximum Deferral.

(a)

Annual Deferral Amount. For each Plan
Year, a Participant may elect to defer, as his or her Annual Deferral Amount,
Base Salary, Bonus and/or Commissions, pursuant to such rules as may be
established by the Company, up to the following maximum percentages for each
deferral elected:

Base Salary

75%

Bonus

100%

Commissions

100%

(b)

Short Plan Year. Notwithstanding the
provisions of paragraph (a) above, if a Participant first becomes a Participant
after the first day of a Plan Year, the maximum Annual Deferral Amount shall be
limited to the amount of compensation not yet earned by the Participant as of
the date the Participant submits a Plan Agreement and Election Form, except to
the extent permissible under Code Section 409A. Solely to the extent required
under Code Section 409A, with respect to compensation that is earned based upon
a specified performance period, the Participant153s deferral election will apply
to the portion of such compensation that is equal to (i) the total amount of
compensation for the performance period, multiplied by (ii) a fraction, the
numerator of which is the number of

3.3

Election to Defer; Effect of Election
Form.

(a)

Initial Plan Year. In connection with
a Participant153s commencement of participation in the Plan, the Participant shall
make an irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Company deems necessary or desirable under the Plan. For these elections to be
valid, the Election Form must be completed by the Participant, in accordance
with Section 2.2 above.

(b)

General Timing Rule for Deferral Elections in
Subsequent Plan Years. For each succeeding Plan Year, a Participant
may elect to defer Base Salary, Bonus and Commissions, and make such other
elections as the Company deems necessary or desirable under the Plan by timely
completing a new Election Form, in accordance with the Company153s rules and
procedures, before December 31^st preceding the Plan Year in which
such compensation is earned, or before such other deadline established in
accordance with the requirements of Code Section 409A.

(c)

Performance-Based Compensation.
Notwithstanding the provisions of paragraph (a) and (b) above, with respect to
Bonus compensation that also qualifies as “Performance-Based Compensation,” the
Company may, in its sole discretion, permit an irrevocable deferral election
pertaining to such Performance-Based Compensation to be made by timely
delivering an Election Form to the Company, in accordance with its rules and
procedures, no later than six (6) months before the end of the performance
service period and in accordance with Code Section 409A. For this purpose,
“Performance-Based Compensation” shall be compensation, the payment or amount of
which is contingent on pre-established organizational or individual performance
criteria, which satisfies the requirements of Code Section 409A.

(d)

Compensation Subject to Risk of
Forfeiture. With respect to compensation (i) to which a Participant
has a legally binding right to payment in a subsequent year, and (ii) that is
subject to a forfeiture condition requiring the Participant153s continued services
for a period of at least twelve (12) months from the date the Participant
obtains the legally binding right, the Company may, in its sole discretion,
permit an irrevocable deferral election to be made with respect to such
compensation by timely completing an Election Form in accordance with such rules
and procedures as the Company may establish no later than the thirtieth
(30th) day after the Participant obtains the legally binding right to

3.4

Withholding and Crediting of Annual Deferral
Amounts. For each Plan Year, the Base Salary portion of the Annual
Deferral Amount shall be withheld from each regularly scheduled Base Salary
payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus and Commissions portion of the Annual
Deferral Amount shall be withheld at the time the Bonus and Commissions would be
paid to the Participant, whether or not this occurs during the Plan Year itself.
Annual Deferral Amounts shall be credited to a Participant153s Deferral Account.

3.5

Company Matching Amount. A
Participant153s Company Matching Amount (if any) for any Plan Year shall be an
amount determined by the Committee, in its sole discretion, based on the amount
of deferrals to this Plan and credited to a Participant. The amount (if any)
credited to a Participant under this Plan for any Plan Year may be smaller or
larger than the amount credited to any other Participant.

3.6

Discretionary Company Contribution
Amount. A Participant153s Discretionary Company Contribution Amount
(if any) for any Plan Year shall be an amount determined by the Committee, in
its sole discretion and credited to a Participant. The amount (if any) credited
to a Participant under this Plan for any Plan Year may be smaller or larger than
the amount credited to any other Participant.

3.7

Crediting of Amounts after Benefit
Distribution. Notwithstanding any provision in this Plan to the
contrary, should the complete distribution of a Participant153s vested Account
Balance occur prior to the date on which any portion of (i) the Annual Deferral
Amount that a Participant has elected to defer in accordance with Section 3.3,
(ii) the Company Matching Amount (if any) or (iii) the Discretionary Company
Contribution Amount (if any), would otherwise be credited to the Participant153s
Account Balance, such amounts shall not be credited to the Participant153s Account
Balance, but shall be paid to the Participant.

3.8

Vesting. A Participant shall at all
times be one hundred percent (100%) vested in his or her Account Balance unless
otherwise specified in the Participant153s Plan Agreement, employment agreement or
any other agreement entered into between the Participant and his or her
Employer, or specified at the time the Committee determines to make a Company
Matching Amount or a Discretionary Company Contribution Amount pursuant to
Sections 3.5 and 3.6.

3.9

Crediting/Debiting of Account
Balances. In accordance with, and subject to, the rules and
procedures that are established from time to time by the Company, amounts shall
be credited or debited to a Participant153s Account Balance in accordance with the
following rules:

(a)

Measurement Funds. The Participant
may elect one or more of the measurement funds selected by the Company, (the
“Measurement Funds”) for the purpose of crediting or debiting additional amounts
to his or her Account Balance. As necessary, the Company may, in its sole
discretion, discontinue, substitute or add a Measurement Fund.

(b)

Election of Measurement Funds. A
Participant, in connection with his or her initial deferral election in
accordance with Section 3.3(a) above, shall elect, on the Election Form, one or
more Measurement Fund(s) (as described in Section 3.9(a) above) to be

(c)

Proportionate Allocation. In making
any election described in Section 3.9(b) above, the Participant shall specify on
the Election Form, in increments of one percent (1%), the percentage of his or
her Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.

(d)

Crediting or Debiting Method. The
performance of each Measurement Fund (either positive or negative) will be
determined on a daily basis based on the manner in which such Participant153s
Account Balance has been hypothetically allocated among the Measurement Funds by
the Participant.

(e)

No Actual Investment. Notwithstanding
any other provision of this Plan that may be interpreted to the contrary, the
Measurement Funds are to be used for measurement purposes only, and a
Participant153s election of any such Measurement Fund, the allocation of his or
her Account Balance thereto, the calculation of additional amounts and the
crediting or debiting of such amounts to a Participant153s Account Balance shall
not be considered or construed in any manner as an actual investment of his or
her Account Balance in any such Measurement Fund. In the event that the
Company in its own discretion decides to invest funds in any or all of
the investments on which the Measurement Funds are based, no Participant shall
have any rights in or to such investments themselves. Without limiting the
foregoing, a Participant153s Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by
the Company; the Participant shall at all times remain an unsecured creditor of
the Company.

3.10

FICA and Other Taxes.

(a)

Annual Deferrals, Company Matching Amounts and
Discretionary Company Contribution Amounts. For each Plan Year in
which an Annual Deferral Amount is being withheld from a Participant or the
amount of any Company Matching Amount or

(b)

Distributions. The Participant153s
Employer(s) shall withhold from any payments made to a Participant under this
Plan (including payments, if any, made pursuant to Section 14.16) all federal,
state and local income, employment and other taxes required to be withheld by
the Employer(s) in connection with such payments, in amounts and in a manner to
be determined in the sole discretion of the Employer(s).

(c)

Income Inclusion Under Code
Section 409A. In the event that any portion of a Participant153s
Account is required to be included in income by the Participant prior to receipt
of any distribution under this Plan resulting from a violation of the
requirements of Code Section 409A, the Participant153s Employer shall withhold
from such Participant all federal, state and local income, employment and other
taxes required to be withheld by the Employer in connection with such income
inclusion in amounts and in a manner determined in the sole discretion of the
Employer.

4.1

Scheduled Distribution. At the same
time that a Participant makes each election to defer an Annual Deferral Amount,
the Participant may elect to receive a Scheduled Distribution, in the form of a
lump sum payment, from the Plan with respect to all or a portion of the Annual
Deferral Amount. The Scheduled Distribution shall be a lump sum payment in an
amount that is equal to the portion of the Annual Deferral Amount the
Participant elected to have distributed as a Scheduled Distribution, plus
amounts credited or debited in the manner provided in Section 3.9 above on that
amount, calculated as of the close of business on or around the date on which
the Scheduled Distribution becomes payable. Subject to the other terms and
conditions of this Plan, the Benefit Distribution Date for each Scheduled
Distribution elected shall be January 31 of the Plan Year designated by the
Participant. The Plan Year designated by the Participant must be at least two
(2) Plan Years after the end of the Plan Year to which the Participant153s
deferral election described in Section 3.3 relates, unless otherwise provided on
an Election Form approved by the Company in its sole discretion. By way of
example, if a Scheduled Distribution is elected for Annual Deferral Amounts that
are earned in the Plan Year commencing January 1, 2009, the earliest Scheduled
Distribution Date that may be designated by a Participant would be January 31,
2012. In connection with any Company Matching Amount or Discretionary Company
Contribution made with respect to any Plan Year, any election made by a
Participant pursuant to this Section should also apply to these amounts.
Notwithstanding the foregoing sentence, the Company may establish other
procedures, consistent with Code Section 409A, for

4.2

Postponing Scheduled Distributions. A
Participant may elect to postpone a Scheduled Distribution described in Section
4.1 above, and have such amount paid out on an allowable alternative
distribution date designated by the Participant in accordance with this Section
4.2. In order to make this election, the Participant must complete a new
Scheduled Distribution Election Form in accordance with such rules and
procedures as the Company may establish and in accordance with the following
criteria:

(a)

Such Scheduled Distribution Election Form must be completed
at least twelve (12) months prior to the Participant153s previously designated
Scheduled Distribution Date;

(b)

The new Scheduled Distribution Date selected by the
Participant must be at least five years after the previously designated
Scheduled Distribution Date; and

(c)

The election of the new Scheduled Distribution Date shall
have no effect until at least twelve (12) months after the date on which the
election is made.

4.3

Other Benefits Take Precedence Over Scheduled
Distributions. Should a Benefit Distribution Date occur that
triggers a benefit under Articles 5, 6 or 7, any amount that is subject to a
Scheduled Distribution election under Section 4.1 shall not be paid in
accordance with Section 4.1, but shall be paid in accordance with the other
applicable Article. Notwithstanding the foregoing, this Section 4.3 shall be
interpreted in a manner that is consistent with Code Section 409A.

4.4

Scheduled Distributions and Former
Scientific-Atlanta Participants. Notwithstanding the foregoing, the
time and form of payment of a scheduled distribution to a Participant in the SA
Post-2004 Plan and/or SA Grandfathered Plan shall be determined in accordance
with Supplements A and B, respectively.

4.5

Unforeseeable Emergencies.

(a)

If the Participant experiences an Unforeseeable Emergency,
the Participant may petition the Company to receive a partial or full payout
from the Plan, subject to the provisions set forth below.

(b)

The payout, if any, from the Plan shall not exceed the lesser
of (i) the Participant153s vested Account Balance, calculated as of the close of
business on or around the date on which the amount becomes payable, or (ii) the
amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary
to pay Federal, state, or local income taxes or penalties reasonably anticipated
as a result of the distribution. Notwithstanding the foregoing, a Participant
may not receive a payout from the Plan to the extent that the Unforeseeable
Emergency would not be consistent with Code Section 409A.

(c)

If a Participant153s petition for payout from the Plan is
approved, the Participant153s Benefit Distribution Date shall occur within thirty
(30) days after the beginning of the calendar quarter following the date of such
approval (or at such later time permitted under Code

Section 409A) and the Participant153s deferrals under the Plan
shall be terminated as of the date of such approval.

(d)

In addition, a Participant153s deferral elections under this
Plan shall be terminated to the extent the Company determines, in its sole
discretion, that termination of such Participant153s deferral elections is
required pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant to obtain
a hardship distribution from an Employer153s 401(k) Plan. If the Company
determines, in its sole discretion, that a termination of the Participant153s
deferrals is required in accordance with the preceding sentence, the
Participant153s deferrals shall be terminated following the date on which such
determination is made.

5.1

Termination Benefit. A Participant
who incurs a Termination of Employment shall receive, as a Termination Benefit
of his or her entire vested Account Balance calculated as of the close of
business on or around the Participant153s Benefit Distribution Date(s), in
accordance with the provisions set forth in Section 5.2.

5.2

Payment of Termination Benefit.

(a)

At the same time that a Participant makes each election to
defer an Annual Deferral Amount, the Participant may elect to receive the
Termination Benefit in a lump sum or pursuant to an Installment Method of up to
ten (10) years. Participant shall elect a Benefit Distribution Date consistent
with Section 5.2(b). In connection with any Company Matching Amount or
Discretionary Company Contribution made with respect to any Plan Year, any
election made by a Participant pursuant to this Section 5.2 shall also apply to
these amounts. Notwithstanding the foregoing sentence, the Company may establish
other procedures, consistent with Code Section 409A, for distribution elections
pertaining to Company Matching Amounts and Discretionary Company Contribution
Amounts. If a Participant does not make any election with respect to the payment
of the Termination Benefit, then such Participant shall be deemed to have
elected to receive the Termination Benefit in a lump sum on the Benefit
Distribution Date described in Section 5.2(b)(i).

(b)

The following Benefit Distribution Dates may be selected by a
Participant at the time he or she makes the Participant153s election described in
Section 5.2(a):

(i)

Within thirty (30) days after the beginning of the first
calendar quarter that is at least six (6) months after the Participant153s
Termination of Employment;

(ii)

Within thirty (30) days after the beginning of the first
calendar year that is at least six (6) months after the Participant153s
Termination of Employment; or

(iii)

Within thirty (30) days after the beginning of any calendar
quarter elected by the Participant which is between six (6) months from the
Participant153s Termination of Employment and five (5) years from such date.

(c)

Notwithstanding any other provision to the contrary, if the
Participant has not attained age forty (40) with five (5) years of service on
the date of his or her Termination of Employment, the Termination Benefit
subject to the annual election shall be paid in a single sum on the Benefit
Distribution Date elected for such purposes; provided, however, that the
Participant may not elect the Benefit Distribution Date described in
Section 5.2(b)(iii) for this purpose. For purposes of this Section 5.2(c),
“years of service” shall be determined in the same manner as “vesting service”
is determined under the Cisco Systems, Inc. 401(k) Plan.

(d)

Notwithstanding anything in this Section 5.2 to the contrary,
if the Participant153s vested Account Balance on the date of his or her
Termination of Employment is less than $100,000, then the distribution elections
described in Sections 5.2(a) through 5.2(c) above shall be disregarded and the
Participant153s entire vested Account Balance shall be paid in a lump sum
distribution on the Benefit Distribution Date described in Section 5.2(b)(i),
above.

5.3

Payment of Termination Benefit to Former
Scientific-Atlanta Participants. Notwithstanding the foregoing, the
time and form of payment of the termination benefit to a Participant in the SA
Post-2004 Plan and/or SA Grandfathered Plan shall be determined in accordance
with Supplements A and B, respectively.

6.1

Disability Benefit. Upon a
Participant153s Disability, the Participant shall receive a Disability Benefit
which shall be equal to the Participant153s entire vested Account Balance,
calculated as of the Participant153s Benefit Distribution Date.

6.2

Payment of Disability Benefit.

(a)

A Participant, in connection with his or her commencement of
participation in the Plan (or more frequently as the Company may prescribe),
shall elect on an Election Form to receive the Disability Benefit in a lump sum
or pursuant to an Installment Method of up to ten (10) years in accordance with
such rules and procedures as the Company may establish. If a Participant does
not make any election with respect to the payment of the Disability Benefit,
then such Participant shall be deemed to have elected to receive the Disability
Benefit in a lump sum. For this purpose, a Participant153s Benefit Distribution
Date shall be within thirty (30) days, after the beginning of the calendar
quarter following the Participant153s Disability.

(b)

A Participant may change the form of payment of the
Disability Benefit by completing an Election Form in accordance with such rules
and procedures established by the Company provided that the election to modify
the Disability Benefit shall have no effect until at least twelve (12) months
after the date on which the election is made.

All provisions relating to changing the Disability Benefit
election under this Section 6.2 shall be interpreted in a manner that is
consistent with Code Section 409A.

(c)

The lump sum payment shall be made, or installment payments
shall commence on the Participant153s Benefit Distribution Date (or such later
time permitted under Code Section 409A).

(d)

Notwithstanding anything in this Article to the contrary, if
a Participant153s vested Account Balance is less than $100,000 on the date the
Participant is determined to be Disabled, then the Participant shall receive
payment of his or her entire vested Account Balance within thirty (30) days
after the beginning of the calendar quarter following the Participant153s
Disability.

6.3

Payment of Disability Benefit to Former
Scientific-Atlanta Participants. Notwithstanding the foregoing, the
time and form of payment of the disability benefit to a Participant in the SA
Post-2004 Plan and/or SA Grandfathered Plan shall be determined in accordance
with Supplements A and B, respectively.

7.1

Death Benefit. The Participant153s
Beneficiary(ies) shall receive a Death Benefit upon the Participant153s death
which will be equal to the Participant153s entire vested Account Balance,
calculated as of the close of business as of the Participant153s Benefit
Distribution Date, which, for this purpose, shall be within thirty (30) days
following the beginning of the second calendar quarter following the
Participant153s death.

7.2

Payment of Death Benefit. The Death
Benefit shall be paid to the Participant153s Beneficiary(ies) in a lump sum
payment on the Participant153s Benefit Distribution Date (or such later time
permitted under Code Section 409A).

7.3

Payment of Death Benefit to Former
Scientific-Atlanta Participants. Notwithstanding the foregoing, the
time and form of payment of the death benefit to a Participant in the SA
Post-2004 Plan and/or SA Grandfathered Plan shall be determined in accordance
with Supplements A and B, respectively.

8.1

Beneficiary. Each Participant shall
have the right, at any time, to designate his or her Beneficiary(ies) (both
primary as well as contingent) to receive any benefits payable under the Plan to
a beneficiary upon the death of a Participant under such rules as shall be
established by the Company. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other plan
of an Employer in which the Participant participates.

8.2

Beneficiary Designation; Change; Spousal
Consent. A Participant shall designate his or her Beneficiary by
completing the Beneficiary Designation Form, and returning it to the Company or
its designated agent in accordance with such rules and procedures established by
the Company. A Participant shall have the right to change a Beneficiary by
completing and otherwise

complying with the terms of the Beneficiary Designation Form
and the Company153s rules and procedures, as in effect from time to time. If the
Participant names someone other than his or her spouse as a Beneficiary, the
Company may, in its sole discretion, determine that spousal consent is required
to be provided in a form designated by the Company, executed by such
Participant153s spouse and returned to the Company or its designated agent. Upon
the proper completion of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled and the Company shall be
entitled to rely on the last Beneficiary Designation Form completed by the
Participant in accordance with the applicable rules and procedures adopted with
respect to the filing of such forms prior to his or her death.

8.3

Acknowledgment. No designation or
change in designation of a Beneficiary shall be effective until completed and
submitted in accordance with the rules and procedures established by the Company
for this purpose.

8.4

No Beneficiary Designation. If a
Participant fails to designate a Beneficiary as provided in Sections 8.1, 8.2
and 8.3 above or, if all designated Beneficiaries predecease the Participant or
die prior to complete distribution of the Participant153s benefits, then the
Participant153s designated Beneficiary shall be deemed to be his or her surviving
spouse. If the Participant has no surviving spouse, the benefits remaining under
the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant153s estate.

8.5

Doubt as to Beneficiary. If there is
any doubt as to the proper Beneficiary to receive payments pursuant to this
Plan, the Committee shall have the right, exercisable in its discretion, to
cause the Participant153s Employer to withhold such payments until this matter is
resolved to the Committee153s satisfaction.

8.6

Discharge of Obligations. The payment
of benefits under the Plan to a Beneficiary shall fully and completely discharge
all Employers and the Company from all further obligations under this Plan with
respect to the Participant, and that Participant153s Plan Agreement shall
terminate upon such full payment of benefits.

9.1

Paid Leave of Absence. If a
Participant is authorized by the Participant153s Employer to take a paid leave of
absence from the employment of the Employer, and such leave of absence does not
constitute a separation from service in accordance with Code Section 409A,
(i) the Participant shall continue to be considered eligible for the benefits
provided in Articles 4, 5, 6 or 7 in accordance with the provisions of those
Articles, and (ii) the Annual Deferral Amount shall continue to be withheld from
his or her Base Salary, Bonuses and Commissions during such paid leave of
absence in accordance with Section 3.3.

9.2

Unpaid Leave of Absence. If a
Participant is authorized by the Participant153s Employer to take an unpaid leave
of absence from the employment of the Employer for any reason, and such leave of
absence does not constitute a separation from service in accordance with Code
Section 409A, such Participant shall continue to be eligible for the benefits
provided in Articles 4, 5, 6 or 7 in accordance with the provisions of those
Articles. The Participant shall continue his or her deferrals with respect to
amounts earned prior to the commencement of the unpaid leave of

absence. When the Participant returns to employment, the
Participant153s deferrals with respect to amounts earned after his or her return
to active employment shall continue in accordance with the applicable
election(s) submitted for that Plan Year. In addition, Participants who are on
an unpaid leave may elect to defer an Annual Deferral Amount for the Plan Year
following his or her return to employment and for every Plan Year thereafter
while a Participant in the Plan, provided such deferral elections are otherwise
allowed and an Election Form is completed in accordance with the rules and
procedures established for each such election in accordance with Article 3
above.

9.3

Leaves Resulting in Separation From
Service. In the event that a Participant153s leave of absence from
his or her Employer constitutes a separation from service in accordance with
Code Section 409A, the Participant153s vested Account Balance shall be distributed
to the Participant in accordance with Article 5 or 6 of this Plan, as
applicable.

10.1

Termination of Plan. Although each
Employer anticipates that it will continue the Plan for an indefinite period of
time, there is no guarantee that any Employer will continue the Plan or will not
terminate its participation in the Plan at any time in the future. Accordingly,
each Employer reserves the right to terminate its participation in the Plan. In
addition, the Committee retains the right to terminate the Plan at any time. In
the event of the termination of an Employer153s participation in the Plan (or the
Committee153s termination of the Plan as a whole), the termination shall occur in
a manner consistent with the requirements of Code Section 409A.

10.2

Amendment. The Committee may, at any
time, amend or modify the Plan in whole or in part.

10.3

Effect of Payment. The full payment
of the Participant153s vested Account Balance under the Plan shall fully and
completely discharge all Employers and the Company from all further obligations
under this Plan with respect to the Participant and his or her Beneficiaries,
and that Participant153s Plan Agreement shall terminate upon such full payment of
benefits.

11.1

Duties. The 401(k) Administration
Committee and the Committee, as applicable, shall have the discretion and
authority to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan, and (ii) decide or resolve any
and all questions, including benefit entitlement determinations (including but
not limited to the 401(k) Administrative Committee153s authority to determine
whether a Participant qualifies for a distribution on account of Disability or
an Unforeseeable Emergency) and interpretations of this Plan, as may arise in
connection with the Plan. When making a determination or calculation, the 401(k)
Administration Committee and the Committee shall be entitled to rely on
information furnished by a Participant or the Company. The 401(k) Administration
Committee and the Committee may delegate some or all of its powers and authority
under this Plan.

11.2

Agents. In the administration of this
Plan, the 401(k) Administration Committee and the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative) and may from time
to time consult with counsel.

11.3

Binding Effect of Decisions. The
decision or action of the 401(k) Administration Committee and the Committee with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

11.4

Indemnity of Committee. To the
maximum extent permitted by applicable law, each member of the 401(k)
Administration Committee, the Committee, and 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, 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.

11.5

Employer Information. To enable the
401(k) Administration Committee and the Committee to perform their functions,
the Company and each Employer shall supply full and timely information on all
matters relating to the Plan, the Participants and their Beneficiaries, the
Account Balances of the Participants, the compensation of its Participants, the
date and circumstances of the Disability, death or Termination of Employment of
its Participants, and such other pertinent information as may be reasonably
required.

12.1

Coordination with Other Benefits. The
benefits provided for a Participant and Participant153s Beneficiary under the Plan
are in addition to any other benefits available to such Participant under any
other plan or program for employees of the Participant153s Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.

13.1

Presentation of Claim. Any
Participant or Beneficiary of a deceased Participant (such Participant or
Beneficiary being referred to below as a “Claimant”) may deliver to the Company
a

written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. All other claims must be made
within one hundred eighty (180) days of the date on which the event that caused
the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.

13.2

Notification of Decision. The Company
shall consider a Claimant153s claim within a reasonable time, but no later than
ninety (90) days after receiving the claim. If the Committee determines that
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period. In no event shall such
extension exceed a period of ninety (90) days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Company expects to render the
benefit determination. The Company shall notify the Claimant in writing:

(a)

that the Claimant153s requested determination has been made,
and that the claim has been allowed in full; or

(b)

that the Company has reached a conclusion contrary, in whole
or in part, to the Claimant153s requested determination, and such notice must set
forth in a manner calculated to be understood by the Claimant:

(i)

the specific reason(s) for the denial of the claim, or any
part of it;

(ii)

specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;

(iii)

a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;

(iv)

an explanation of the claim review procedure set forth in
Section 13.3 below; and

(v)

a statement of the Claimant153s right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on review.

13.3

Review of a Denied Claim. On or
before sixty (60) days after receiving a notice from the Company that a claim
has been denied, in whole or in part, a Claimant (or the Claimant153s duly
authorized representative) may file with the Committee a written request for a
review of the denial of the claim. The Claimant (or the Claimant153s duly
authorized representative):

(a)

may, upon request and free of charge, have reasonable access
to, and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claim for benefits;

(b)

may submit written comments or other documents; and/or

(c)

may request a hearing, which the Company, in its sole
discretion, may grant.

13.4

Decision on Review. The Company shall
render its decision on review promptly, and no later than sixty (60) days after
the Company receives the Claimant153s written request for a review of the denial
of the claim. If the Company determines that special circumstances require an
extension of time for processing the claim, written notice of the extension
shall be furnished to the Claimant prior to the termination of the initial sixty
(60) day period. In no event shall such extension exceed a period of sixty
(60) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Company expects to render the benefit determination. In rendering
its decision, the Company shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination. The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:

(a)

specific reasons for the decision;

(b)

specific reference(s) to the pertinent Plan provisions upon
which the decision was based;

(c)

a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the Claimant153s claim for benefits; and

(d)

a statement of the Claimant153s right to bring a civil action
under ERISA Section 502(a).

13.5

Legal Action. A Claimant153s compliance
with the foregoing provisions of this Article 13 is a mandatory prerequisite to
a Claimant153s right to commence any legal action with respect to any claim for
benefits under this Plan.

14.1

Status of Plan. The Plan is intended
to be a plan that is not qualified within the meaning of Code Section 401(a) and
that “is unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3)
and 401(a)(1). The Plan shall be administered and interpreted (i) in a manner
consistent with that intent, and (ii) in accordance with Code Section 409A.

14.2

Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors and assigns shall have
no legal or equitable rights, interests or claims in any property or assets of
an Employer. For purposes of the payment of benefits under this Plan, any and
all of an Employer153s assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer153s obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.

14.3

Employer153s Liability. An Employer153s
liability for the payment of benefits shall be defined only by the Plan and the
Plan Agreement, as entered into between the Employer and a Participant. An
Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.

14.4

Nonassignability. Neither a
Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are expressly declared to be, unassignable and non-transferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant153s or
any other person153s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise. Notwithstanding anything in this
Plan to the contrary, the Company may establish procedures for the payment of
all or a portion of a Participant153s Account balance pursuant to a domestic
relations order which would otherwise qualify a “qualified domestic relations
order” under Code Section 414(p) if this Plan were qualified under Code
Section 401(a).

14.5

Not a Contract of Employment. The
terms and conditions of this Plan shall not be deemed to constitute a contract
of employment between any Employer and the Participant. Such employment is
hereby acknowledged to be “at-will”, meaning that it is not for any specified
period of time and can be terminated by the Participant or his or her Employer
at any time, with or without advance notice, and for any or no particular reason
or cause. Nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of any Employer or to interfere with the right of
any Employer to discipline or discharge the Participant at any time.

14.6

Furnishing Information. A Participant
or his or her Beneficiary will cooperate with the Company, Employer and/or
Committee (as applicable) by furnishing any and all information requested, and
take such other actions as may be requested, in order to facilitate the
administration of the Plan and the payments of benefits hereunder.

14.7

Terms. Whenever any words are used
herein in the masculine, they shall be construed as though they were in the
feminine in all cases where they would so apply; and whenever any words are used
herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where
they would so apply.

14.8

Captions. The captions of the
articles, sections and paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction of any of its
provisions.

14.9

Governing Law. Subject to ERISA, the
provisions of this Plan shall be construed and interpreted according to the
internal laws of the State of California without regard to its conflicts of laws
principles.

14.10

Notice. Any notice or filing required
or permitted under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail or overnight delivery
service, to the address below:

Cisco Systems, Inc.

Attn:

Cisco Systems, Inc. 2009 Deferred Compensation

Plan Administrator

170 West Tasman Drive

San Jose, CA 95134

Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, or overnight delivery service as of the date
shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail or overnight delivery service, to the last known
address of the Participant.

14.11

Successors. The provisions of this
Plan shall bind and inure to the benefit of the Participant153s Employer and its
successors and assigns and the Participant and the Participant153s designated
Beneficiaries.

14.12

Spouse153s Interest. The interest in
the benefits hereunder of a spouse of a Participant who has predeceased the
Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such
spouse153s will, nor shall such interest pass under the laws of intestate
succession.

14.13

Validity. In case any provision of
this Plan shall be illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal or invalid provision had never been
inserted herein.

14.14

Incompetent. If the Company
determines in its discretion that a benefit under this Plan is to be paid to a
minor, a person declared incompetent or to a person incapable of handling the
disposition of that person153s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or incapable person. The Company may require
proof of minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a benefit shall
be a payment for the account of the Participant and the Participant153s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.

14.15

Court Order. The Company is
authorized to comply with any court order in any action in which the Plan or the
Company has been named as a party, including any action involving a
determination of the rights or interests in a Participant153s benefits under the
Plan as set forth in such procedures as the Company may establish pursuant to
Section 14.4. Notwithstanding the foregoing, the Company shall interpret this
provision in a manner that is consistent with Code Section 409A and other
applicable tax law.

14.16

Distribution in the Event of Income Inclusion
under Code Section 409A. If any portion of a Participant153s Account
Balance under this Plan is required to be included in income by the Participant
prior to receipt due to a violation of the requirements of Code Section 409A,
the Participant may petition the Company, as applicable, for a distribution of
that portion of his or her Account Balance that is required to be included in
his or her income. Upon the grant of such a petition, which grant shall not be
unreasonably withheld, the Participant153s Employer shall distribute to the
Participant immediately available funds in an amount equal to the portion of his
or her Account Balance required to be included in income as a result of the
failure of the Plan to meet the requirements of Code Section 409A, which amount
shall not exceed the Participant153s

unpaid vested Account Balance under the Plan. Such a
distribution shall affect and reduce the Participant153s benefits to be paid under
this Plan.

14.17

Deduction Limitation on Benefit
Payments. If an Employer reasonably anticipates that the Employer153s
deduction with respect to any distribution from this Plan would be limited or
eliminated by application of Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution
from this Plan is deductible, the Employer may delay payment of any amount that
would otherwise be distributed from this Plan. Any amounts for which
distribution is delayed pursuant to this Section 14.17 shall continue to be
credited/debited with additional amounts in accordance with Section 3.9 above.
The delayed amounts (and any amounts credited thereon) shall be distributed to
the Participant (or his or her Beneficiary in the event of the Participant153s
death) at the earliest date the Employer reasonably anticipates that the
deduction of the payment of the amount will not be limited or eliminated by
application of Code Section 162(m).

1.1

“Deferral Account” shall mean an account
maintained by the Employer for each deferral election made by a SA Post-2004
Plan Participant under the SA Post-2004 Plan.

1.2

“Deferred Benefit Commencement Date” shall
mean the date designated by a SA Post-2004 Plan Participant with respect to each
deferral election as the date on which the payment of the Deferred Benefits that
accumulate as a result of such election are to begin.

1.3

“Deferred Benefits” shall mean the amounts
payable pursuant to the SA Post-2004 Plan to a SA Post-2004 Plan Participant, or
to his or her Beneficiary or estate, following the SA Post-2004 Plan
Participant153s Separation from Service, the Deferred Benefit Commencement Date,
Disability, or death.

1.4

“Employer” shall mean Scientific-Atlanta,
Inc. or any of its majority owned subsidiaries and their successors.

1.5

“Separation from Service” shall have the
meaning provided under Section 409A of the Internal Revenue Code, as amended,
and the regulations promulgated thereunder (“Section 409A”).

2.1

Deferred Benefit Commencement Date.
Except as otherwise provided in this Article and in Article 3 hereof, payment of
the Deferred Benefits shall commence on one of the following permissible
Deferred Benefit Commencement Dates, as elected by the SA Post-2004 Plan
Participant pursuant to the terms of the SA Post-2004 Plan: (i) a set date which
is no earlier than July 1 following the end of the Plan Year in which the
election amount is deferred; (ii) the SA Post-2004 Plan Participant153s Separation
from Service date, or (iii) a date which is either the fifth (5th) or tenth
(10th) anniversary of the SA Post-2004 Plan Participant153s Separation from
Service. The term “Retirement” used as a designation on any Election Form for a
Deferred Benefit Commencement Date shall mean the SA Post-2004 Plan
Participant153s Separation from Service date.

2.2

Method of Payment. Except as
otherwise provided in Article 3 hereof, payment of the Deferred Benefits shall
be in the form of cash, pursuant to one of the following methods, as elected by
the SA Post-2004 Plan Participant:

(a)

A single lump sum payment of the entire balance of the
respective Deferral Account, determined as of the Deferred Benefit Commencement
Date and payable within sixty (60) days; or

(b)

Annual, semi-annual or quarterly installments payable over a
five (5), ten (10) or fifteen (15) year period, and commencing on the respective
Deferred Benefit Commencement Date.

2.3

Postponing Distribution. If the
Deferred Benefit Commencement Date selected by the SA Post-2004 Plan Participant
is a set date which is no earlier than July 1 following the end of the Plan Year
in which the Election Amount is deferred, then the SA Post-2004 Plan Participant
may elect to postpone such distribution and have such amount paid out on an
allowable alternative Deferred Benefit Commencement Date designated by the SA
Post-2004 Plan Participant in accordance with this Section 2.3. In order to make
this election, the SA Post-2004 Plan Participant must complete a new Election
Form in accordance with such rules and procedures as the Company may establish
and in accordance with the following criteria:

(a)

Such Election Form must be completed at least twelve
(12) months prior to the SA Post-2004 Plan Participant153s previously designated
Deferred Benefit Commencement Date;

(b)

The new Deferred Benefit Commencement Date selected by the SA
Post-2004 Plan Participant must be at least five (5) years after the previously
designated Deferred Benefit Commencement Date; and

(c)

The election of the new Deferred Benefit Commencement Date
shall have no effect until at least twelve (12) months after the date on which
the election is made.

3.1

Separation from Service. Deferred
Benefits shall be paid to a SA Post-2004 Plan Participant upon his or her
Separation from Service, as follows:

(a)

Without exception, if a SA Post-2004 Plan Participant incurs
a Separation from Service prior to attaining age fifty-five (55), then the
balance of his or her Deferral Account shall be determined on a date that is six
(6) months after his or her Separation from Service and paid in a lump sum
within thirty (30) days of such date.

(b)

If a SA Post-2004 Plan Participant incurs a Separation from
Service after attaining age fifty-five (55) or older, then the balance of his or
her Deferral Account shall be determined on the applicable Deferred Benefit
Commencement Date elected by the SA Post-2004 Plan Participant (except that
benefits paid in accordance with Section 2.1(ii)

3.2

Disability.

(a)

Upon the determination of a SA Post-2004 Plan Participant153s
Disability, no further deferrals will be made to the Deferral Account and the
Company shall pay the SA Post-2004 Plan Participant the balance in each of the
SA Post-2004 Plan Participant153s Deferral Accounts in the manner specified by the
SA Post-2004 Plan Participant in his or her Election Form to apply in the event
of his or her Disability, or if no such specification is made, on the Deferred
Benefit Commencement Date that applies to such Deferral Account pursuant to the
method requested by the SA Post-2004 Plan Participant in his or her Election
Form.

(b)

A SA Post-2004 Plan Participant may change the form of
payment of the Disability benefit by completing an Election Form in accordance
with such rules and procedures established by the Company provided that the
election to modify the Disability benefit shall have no effect until at least
twelve (12) months after the date on which the election is made.

(c)

Sections 6.1 and 6.2 of Article 6 of the Plan will not govern
a SA Post-2004 Plan Participant153s Disability benefits.

3.3

Death. Deferred Benefits shall be
paid upon the death of a SA Post-2004 Plan Participant, as follows:

(a)

Upon the death of a SA Post-2004 Plan Participant, the
Company shall pay the amounts in each of the SA Post-2004 Plan Participant153s
Deferral Accounts to the Beneficiary designated by the SA Post-2004 Plan
Participant with respect to each Compensation Deferral Election in each of his
or her respective Election Forms, or, if the SA Post-2004 Plan Participant fails
to so designate a Beneficiary, to his or her surviving spouse. If the SA
Post-2004 Plan Participant has no surviving spouse, then the benefits shall be
payable to the executor or personal representative of the SA Post-2005 Plan
Participant153s estate.

(b)

If the SA Post-2004 Plan Participant153s Separation from
Service is due to death, the Company shall pay to each respective Beneficiary or
to the SA Post-2004 Plan Participant153s estate, as the case may be, the amounts
in each of the SA Post-2004 Plan Participant153s respective Deferral Accounts, in
the same manner as for a SA Post-2004 Plan Participant who has incurred a
Separation from Service, as set forth in Section 3.1(a).

(c)

If the SA Post-2004 Plan Participant dies following his or
her Separation from Service date but prior to his or her receiving the full
payment of all Deferred Benefits payable to

(d)

If a Beneficiary who is receiving Deferred Benefits pursuant
to the SA Post-2004 Plan dies, the remainder of the Deferred Benefits to which
such Beneficiary was entitled at the time of his or her death shall continue to
be payable to the beneficiary or beneficiaries designated by such Beneficiary in
writing to the Company (or to the Beneficiary153s estate or heirs if he or she
fails to designate a beneficiary or beneficiaries).

1.1

“Deferral Account” shall mean an account
maintained by the Employer for each deferral election made by a SA Grandfathered
Plan Participant under the SA Grandfathered Plan.

1.2

“Deferred Benefit Commencement Date” shall
mean the date irrevocably designated by a SA Grandfathered Plan Participant with
respect to each deferral election as the date on which the payment of the
Deferred Benefits that accumulate as a result of such election are to begin.

1.3

“Deferred Benefits” shall mean the amounts
payable pursuant to the SA Grandfathered Plan to a SA Grandfathered Plan
Participant, or to his or her Beneficiary or estate, following the SA
Grandfathered Plan Participant153s termination of employment, the Deferred Benefit
Commencement Date, Total Disability, or death.

1.4

“Employer” shall mean Scientific-Atlanta,
Inc. or any of its majority owned subsidiaries and their successors.

1.5

“Total Disability” shall mean a physical or
mental condition which is expected to be totally and permanently disabling as
determined in accordance with the terms and conditions of the long-

term disability insurance plan currently or most recently
maintained by the Employer for the benefit of the SA Grandfathered Plan
Participant claiming to be totally disabled.

2.1

Deferred Benefit Commencement Date.
Except as otherwise provided in this Article and in Article 3 hereof, payment of
the Deferred Benefits (except for amounts held in the Insurance Fund, defined
below) shall commence on one of the following permissible Deferred Benefit
Commencement Dates, as elected by the SA Grandfathered Plan Participant pursuant
to the terms of the SA Grandfathered Plan: (i) a set date which is no earlier
than July 1 following the end of the Plan Year in which the election amount is
deferred; (ii) the SA Grandfathered Plan Participant153s termination of employment
date, or (iii) a date which is either the fifth (5th) or tenth
(10th) anniversary of the SA Grandfathered Plan Participant153s termination of
employment. The term “Retirement” used as a designation on any Election Form for
a Deferred Benefit Commencement Date shall mean the SA Grandfathered Plan
Participant153s termination of employment date.

2.2

Method of Payment. Except as
otherwise provided in Article 3 hereof, payment of the Deferred Benefits (other
than benefits held in the Insurance Fund, defined below) shall be in the form of
cash, pursuant to one of the following methods, as elected by the SA
Grandfathered Plan Participant:

(a)

A single lump sum payment of the entire balance of the
respective Deferral Account, determined as of the Deferred Benefit Commencement
Date and payable as soon as administratively practicable thereafter; or

(b)

Annual, semi-annual or quarterly installments payable over a
five (5), ten (10) or fifteen (15) year period, and commencing on the respective
Deferred Benefit Commencement Date.

2.3

Postponing Distribution. A SA
Grandfathered Plan Participant may revise or change any election or instruction
relating to the Deferred Benefits contained in any Election Form, other than the
election amount, by submitting to the Company a revised Election Form at least
ninety (90) days prior to the effective date of such revision or change;
provided, however, that the SA Grandfathered Plan Participant
cannot change the deferral or payment period with respect to a particular
election if payouts have commenced under such election.

2.4

Insurance Fund Payments. Proceeds of
life insurance purchased with amounts credited to an Insurance Fund shall be
payable as provided in the respective policy or policies and the applicable
insurance proceeds payment agreement. The Insurance Fund is the fund available
to eligible SA Grandfathered Plan Participants for use in purchasing life
insurance. Amounts credited to an Insurance Fund shall be used to pay premiums
on life insurance insuring the life of the SA Grandfathered Plan Participant,
or, at the SA Grandfathered Plan Participant153s election, the lives of the SA
Grandfathered Plan Participant and his or her spouse on a joint and survivor
basis, pursuant to such policies of insurance, and with such insurers, as the
Company may determine from time to time. The Company shall be the owner of such
insurance policy or policies.

3.1

Termination of Employment. Except as
provided in Article 2, and for amounts deferred into an Insurance Fund, Deferred
Benefits shall be paid to a SA Grandfathered Plan Participant upon his or her
termination of employment, as follows:

(a)

Upon the involuntary termination of a SA Grandfathered Plan
Participant153s employment, the amount in each Deferral Account shall be payable
to the SA Grandfathered Plan Participant either (i) in the manner specified by
the SA Grandfathered Plan Participant in his or her Election Form to apply in
the event of his or her involuntary termination of employment; or (ii) if no
such specification is made, on the Deferred Benefit Commencement Date that
applies to such Deferral Account, pursuant to the method requested by the SA
Grandfathered Plan Participant in his or her Election Form.

(b)

Without exception, upon the voluntary termination of a SA
Grandfathered Plan Participant153s employment prior to attaining fifty-five
(55) years of age:

(i)

the amounts in each of the SA Grandfathered Plan
Participant153s Deferral Accounts shall cease to earn interest and the balance of
each Deferral Account shall be determined as of the nearest pay date following
the SA Grandfathered Plan Participant153s termination of employment date; and

(ii)

the Company shall pay the SA Grandfathered Plan Participant
the balance of each such Deferral Account not according to the SA Grandfathered
Plan Participant153s elections as specified in his or her Election Forms but in a
lump sum, to be paid within sixty (60) days of the SA Grandfathered Plan
Participant153s voluntary termination of employment.

(c)

Upon the voluntary termination of a SA Grandfathered Plan
Participant153s employment after attaining age fifty-five (55) or older, the
Company will pay out to such SA Grandfathered Plan Participant all amounts in
his or her Deferral Account in accordance with the instructions in the
applicable Election Form.

3.2

Total Disability.

(a)

Upon the determination of a SA Grandfathered Plan
Participant153s Total Disability, the Company shall pay the SA Grandfathered Plan
Participant the balance in each of the SA Grandfathered Plan Participant153s
Deferral Accounts (except for amounts deferred into an Insurance Fund) as if the
SA Grandfathered Plan Participant had been terminated involuntarily, as set
forth in Section 3.1(a), unless the SA Grandfathered Plan Participant has
specified in his or her Election Form a different manner of payment.

(b)

A SA Grandfathered Plan Participant may change the form of
payment of the Total Disability benefit by completing an Election Form in
accordance with Section 2.3, above.

(c)

Sections 6.1 and 6.2 of Article 6 of the Plan will not govern
a SA Grandfathered Plan Participant153s Total Disability benefits.

3.3

Death. Deferred Benefits shall be
paid upon the death of a SA Grandfathered Plan Participant (expect for amounts
deferred into an Insurance Fund), as follows:

(a)

Upon the death of a SA Grandfathered Plan Participant, the
Company shall pay the amounts in each of the SA Grandfathered Plan Participant153s
Deferral Accounts to the Beneficiary designated by the SA Grandfathered Plan
Participant with respect to each deferral election in each of his or her
respective Election Forms, or, if the SA Grandfathered Plan Participant fails to
so designate a Beneficiary, to his or her surviving spouse. If the SA
Grandfathered Plan Participant has no surviving spouse, then the benefits shall
be payable to the executor or personal representative of the SA Grandfathered
Plan Participant153s estate.

(b)

If the SA Grandfathered Plan Participant dies prior to his or
her termination of employment date, the Company shall pay to each respective
Beneficiary, or to the SA Grandfathered Plan Participant153s estate, as the case
may be, the amounts in each of the SA Grandfathered Plan Participant153s
respective Deferral Accounts, in the same manner as for the SA Grandfathered
Plan Participant who has been terminated involuntarily, as set forth in
Section 3.1(a).

(c)

If the SA Grandfathered Plan Participant dies following his
or her termination of employment date but prior to his or her receiving the full
payment of all Deferred Benefits payable to him or her, the Company shall pay to
each of the respective Beneficiaries or to the SA Grandfathered Plan
Participant153s estate, as the case may be, the same Deferred Benefit in the same
manner as it otherwise would have paid to the SA Grandfathered Plan Participant
as if the SA Grandfathered Plan Participant had not died, unless the SA
Grandfathered Plan Participant has specified in his or her Election Form a
different manner of payment to a Beneficiary.

(d)

Notwithstanding the other provisions of this section, a
Beneficiary may request a different payment schedule than what has been elected
by the SA Grandfathered Plan Participant, if such change does not further defer
the scheduled payout, by submitting a request in writing to the Company. The
granting of any such request shall be within the discretion of the Company.

(e)

If a Beneficiary who is receiving Deferred Benefits pursuant
to the SA Grandfathered Plan dies, the remainder of the Deferred Benefits to
which such Beneficiary was entitled at the time of his or her death shall
continue to be payable to the beneficiary or beneficiaries designated by such
Beneficiary in writing to the Company (or to the Beneficiary153s estate or heirs
if he or she fails to designate a beneficiary or beneficiaries).

4.1

Investment
Options.

(a)

Effective January 1, 2009, a SA Grandfathered Plan
Participant may select one or more investment options made available by the
Company from time to time for his or her Deferral Account. Any investment option
selection must specify the percentage of the amount specified in the deferral
election to be invested in each investment option in one percent
(1%) increments.

(b)

Any investment option selection made by a SA Grandfathered
Plan Participant for the investment of his Account shall be made in accordance
with this section. The SA Grandfathered Plan Participant shall make the initial
investment option selection on a form provided by the Company. Thereafter the SA
Grandfathered Plan Participant may modify his or her initial investment option
selections for past amounts deferred and/or for future deferrals in the manner
established by the Company. A SA Grandfathered Plan Participant may modify his
or her investment option selections in accordance with procedures established
from time to time by the Company. Any modifications made in accordance with such
procedures shall be implemented as soon as administratively practicable
following the completion of the applicable procedures. An investment option
selection for a deferral election shall remain in effect until superseded by a
subsequent investment option selection modification, or until the complete
distribution of the SA Grandfathered Plan Participant153s Deferred Benefits
related to that deferral election.

(c)

If a SA Grandfathered Plan Participant fails to submit an
investment option selection for a deferral Election, or if a SA Grandfathered
Plan Participant153s investment option selection does not equal one hundred
percent (100%), the portion of the SA Grandfathered Plan Participant153s deferral
Election that is not subject to an investment option selection shall be invested
in the Measurement Fund selected by the Company for this purpose.

5.1

Hardship Withdrawals. A SA Grandfathered Plan
Participant may request a Hardship Withdrawal of all or a portion of his or her
Deferred Benefits (excluding amounts deferred into a Insurance Fund) before the
Deferred Benefit Commencement Date, as follows:

(a)

The request for withdrawal must be to meet an “unforeseeable
emergency.”

(b)

For purposes of this Article V, an unforeseeable emergency is
a severe financial hardship to the SA Grandfathered Plan Participant resulting
from a sudden and unexpected illness or accident of the SA Grandfathered Plan
Participant or a dependent of the SA Grandfathered Plan Participant, loss of the
SA Grandfathered Plan Participant153s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the SA Grandfathered Plan Participant. The circumstances
that will constitute an unforeseeable emergency will depend upon the facts of
each case, but, in any case, a hardship withdrawal may not be made to the extent
that such hardship is or may be relieved:

(i)

Through reimbursement or compensation by insurance or
otherwise, or

(ii)

By liquidation of the SA Grandfathered Plan Participant153s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship.

(c)

The request for a Hardship Withdrawal must be made in writing
to the Company and shall state the amount requested, the unforeseeable emergency
to which the amount will be applied and shall also affirm that no other assets
are reasonably available to meet the emergency.

(d)

The Company shall consider applicable regulatory standards in
assessing whether to grant a request for a Hardship Withdrawal.