Forms of Restricted Stock Unit Assumption Agreement – Cisco

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CISCO SYSTEMS, INC.

RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT

Dear [Field: Full Name]:

As you know, on November 14, 2011 (the “Closing Date”) Cisco Systems, Inc.
(“Cisco”) acquired Beaumaris Networks, Inc. (d/b/a BNI) (“BNI”), (the
“Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco
Systems, Inc., Boost Acquisition Corp., Beaumaris Networks, Inc. and the
Stockholders153 Agent dated as of October 19, 2011 (the “Merger Agreement”). On
the Closing Date, you held restricted stock units related to shares of BNI
common stock granted to you under the Beaumaris Networks, Inc. 2011 Equity
Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing
Date, Cisco assumed all obligations of BNI under your outstanding restricted
stock unit award(s). This Restricted Stock Unit Assumption Agreement (the
“Agreement”) evidences the terms of Cisco153s assumption of your restricted stock
unit award(s) related to BNI common stock granted to you under the Plan (the
“BNI RSUs”), and documented by a restricted stock unit agreement(s) and any
amendment(s) and/or restricted stock unit assumption agreements entered into by
and between you and BNI (the “RSU Agreement(s)”), including the necessary
adjustments for assumption of the BNI RSUs that are required by the Acquisition.

The table below summarizes your BNI RSUs immediately before and after the
Acquisition:

Grant Details


Employee ID		[Field: Employee ID]
Grant Date		[Field: Grant Date]
Type of Award		[Field: Grant Type]
Grant Number		[Field: Grant Number]
Cisco Number of Shares		[Field: Shares Granted]
Original Number of Shares		[Field: Acquisition Shares]
Vesting Commencement Date		[Field: Vest Start Date]

The post-Acquisition adjustments are based on the Stock Unit Exchange Ratio
of 0.3067180780, as determined in accordance with the terms of the Merger
Agreement, and are intended to preserve immediately after the Acquisition the
aggregate fair market value of the underlying shares immediately prior to the
Acquisition. The number of shares of Cisco common stock subject to your assumed
BNI RSUs was determined by multiplying the Stock Unit Exchange Ratio by the
number of Shares remaining subject to your BNI RSUs on the Closing Date and
rounding the resulting product down to the next whole number of shares of Cisco
common stock.

Unless the context otherwise requires, any references in the Plan or the RSU
Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii)
“Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii)
the “Board of Directors” or the “Board” means the Board of Directors of Cisco
and (iv) the “Committee” means the Compensation and Management Development
Committee of the Board of Directors of Cisco. References in this Agreement to
“Employer” mean your actual employer. All references in the RSU Agreement(s) and
the Plan relating to your status as an employee or consultant of BNI or a
subsidiary or affiliate will now refer to your status as an employee or
consultant of Cisco or any present or future Cisco parent, subsidiary or
affiliate.

The vesting commencement date, vesting schedule and expiration date of your
assumed BNI RSUs remain the same as set forth in the RSU Agreement(s) and/or any
notice of grant, (in this respect, please note that any discussion of terms
(including vesting acceleration) in any employment offer letter (whether from
Cisco, BNI or any other related employer) is explanatory in nature and will not
result in duplication of benefits (including vesting) with respect to your
assumed BNI RSUs) but with the number of shares subject to each vesting
installment adjusted to reflect the effect of the Acquisition. Vesting of your
assumed BNI RSUs will be suspended during all leaves of absence in accordance
with Cisco153s policies (to the extent permissible under applicable local law).
All other provisions which govern either the settlement or the termination of
your assumed BNI RSUs remain the same

as set forth in the RSU Agreement(s) and the provisions of the RSU
Agreement(s) will govern and control your rights under this Agreement to acquire
shares of Cisco common stock, except as expressly modified by this Agreement,
the Merger Agreement or otherwise in connection with the Acquisition.

UPON TERMINATION OF YOUR ACTIVE EMPLOYMENT WITH CISCO OR ANY PRESENT OR
FUTURE CISCO SUBSIDIARY, ALL UNVESTED RESTRICTED STOCK UNITS SHALL BE
IMMEDIATELY FORFEITED WITHOUT CONSIDERATION.

Nothing in this Agreement or the RSU Agreement(s) interferes in any way with
your right and the right of Cisco or its parent, subsidiary or affiliate, which
rights are expressly reserved, to terminate your employment at any time for any
reason and whether or not in breach of local labor laws. Future restricted stock
units, if any, you may receive from Cisco will be governed by the terms of the
Cisco plan under which such restricted stock units are granted, and such terms
may be different from the terms of your assumed BNI RSUs, including, but not
limited to, the vesting schedule.

Until Cisco153s Stock Administration Department is in receipt of your
understanding and acceptance of this Agreement (which can be accomplished
electronically by following the instructions under the heading of Acknowledgment
below) your Cisco account will not be activated and your assumed BNI RSU(s) will
not be released.

If you have any questions regarding this Agreement or your assumed BNI
RSU(s), please contact at .

CISCO SYSTEMS, INC.

By: /s/ Mark Chandler

Mark Chandler

Corporate Secretary

[Field: Full Name] acknowledges that clicking on the I Agree button
constitutes acceptance and agreement to be bound by the terms of this Agreement,
as well as understanding and agreement that all rights and liabilities with
respect to the assumed BNI RSU(s) listed on the table above are hereby assumed
by Cisco and are as set forth in the RSU Agreement(s) for such assumed BNI
RSU(s), the Plan (as applicable) and this Restricted Stock Unit Assumption
Agreement.

ATTACHMENTS

Exhibit A – Form S-8 Prospectus

———————-:

CISCO SYSTEMS, INC.

RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT:CHINA

Dear [Field: Full Name]:

As you know, on November 14, 2011 (the “Closing Date”) Cisco Systems, Inc.
(“Cisco”) acquired Beaumaris Networks, Inc. (d/b/a BNI) (“BNI”), (the
“Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco
Systems, Inc., Boost Acquisition Corp., Beaumaris Networks, Inc. and the
Stockholders153 Agent dated as of October 19, 2011 (the “Merger Agreement”). On
the Closing Date, you held restricted stock units related to shares of BNI
common stock granted to you under the Beaumaris Networks, Inc. 2011 Equity
Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing
Date, Cisco assumed all obligations of BNI under your outstanding restricted
stock unit award(s). This Restricted Stock Unit Assumption Agreement: China (the
“Agreement”) evidences the terms of Cisco153s assumption of your restricted stock
unit award(s) related to BNI common stock granted to you under the Plan (the
“BNI RSUs”), and documented by a restricted stock unit agreement(s) and any
amendment(s) and/or restricted stock unit assumption agreements entered into by
and between you and BNI (the “RSU Agreement(s)”), including the necessary
adjustments for assumption of the BNI RSUs that are required by the Acquisition.

The table below summarizes your BNI RSUs immediately before and after the
Acquisition:

Grant Details


Employee ID		[Field: Employee ID]
Grant Date		[Field: Grant Date]
Type of Award		[Field: Grant Type]
Grant Number		[Field: Grant Number]
Cisco Number of Shares		[Field: Shares Granted]
Original Number of Shares		[Field: Acquisition Shares]
Vesting Commencement Date		[Field: Vest Start Date]

Unless the context otherwise requires, any references in either the Plan and
the RSU Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco,
(ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock,
(iii) the “Board of Directors” or the “Board” means the Board of Directors of
Cisco and (iv) the “Committee” means the Compensation and Management Development
Committee of the Board of Directors of Cisco. References in this Agreement to
“Employer” mean your actual employer. All references in the RSU Agreement(s) and
the Plan relating to your status as an employee or consultant of BNI or a
subsidiary or affiliate will now refer to your status as an employee or
consultant of Cisco or any present or future Cisco parent, subsidiary or
affiliate.

Upon termination of your active employment with Cisco or any present or
future Cisco subsidiary, all unvested BNI RSUs shall be immediately forfeited
without consideration.

Nothing in this Agreement or the RSU Agreement(s) interferes in any way with
your right and the right of Cisco or its parent, subsidiary or affiliate, which
rights are expressly reserved, to terminate your employment at any time for any
reason provided compliant with applicable local labor laws. Future restricted
stock units, if any, you may receive from Cisco will be governed by the terms of
the Cisco plan under which such restricted stock units are granted, and such
terms may be different from the terms of your assumed BNI RSUs, including, but
not limited to, the vesting schedule.

The following are additional terms and conditions of your BNI RSUs: BNI RSUs
shall be automatically settled in Shares upon vesting of such BNI RSUs, provided
that Cisco shall have no obligation to issue Shares pursuant to this Agreement
unless and until you have satisfied any applicable “Tax-Related Items,” as
described below, and such issuance otherwise complies with all applicable law.

Tax-Related Items

Prior to vesting of the assumed BNI RSUs (or adjustment and conversion of the
assumed BNI RSUs if the adjustment and conversion is a taxable event in your
country), you authorize Cisco and/or your Employer, or their respective agents,
at their discretion to satisfy any obligations for income tax, payroll tax or
other tax-related withholding (“Tax-Related Items”) in relation to your assumed
BNI RSUs by one or a combination of the following: (1) by withholding all
applicable Tax-Related Items from your wages or other cash compensation paid to
you by Cisco and/or the Employer; (2) withholding from proceeds of the sale of
the Shares issued upon settlement of the BNI RSUs either through a voluntary
sale or through a mandatory sale arranged by Cisco (on your behalf, pursuant to
this authorization); (3) withholding of Shares that would otherwise be issued
upon vesting of the BNI RSUs or (4) requiring you to satisfy the liability for
Tax-Related Items by means of any other arrangement approved by Cisco. 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 BNI RSUs, 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, Cisco 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, you must pay to Cisco or the
Employer any amount of Tax-Related Items that Cisco 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. Cisco may refuse to convert your assumed BNI RSUs and/or
refuse to issue or deliver the Shares or the proceeds of the sale of Shares if
you fail to comply with your obligations in connection with the Tax-Related
Items as described in this Paragraph.

Regardless of any action Cisco or the Employer takes with respect to any or
all Tax-Related Items, you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount
actually withheld by Cisco or the Employer. You further acknowledge that Cisco
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 BNI
RSUs, including the grant, vesting, conversion into restricted stock units over
Cisco Shares, any acceleration of vesting, the subsequent sale of Shares
acquired at vesting and the receipt of any dividends; and (2) do not commit to
and are under no obligation to structure the terms of the conversion of BNI RSUs
into Restricted Stock Units over Cisco Shares, any acceleration of vesting or
any aspect of the BNI RSUs to reduce or eliminate your liability for Tax-Related
Items or achieve a 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 Cisco 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.

*****

Exchange Control Restrictions Applicable to Chinese Nationals

Due to local regulatory requirements, upon the vesting of BNI RSUs, you agree
to the immediate sale of any Shares to be issued to you upon vesting and
settlement. You further agree that the Company is authorized to instruct its
designated broker to assist with the mandatory sale of such Shares (on your
behalf pursuant to this authorization) and you expressly authorize the Company153s
designated broker to complete the sale of such Shares. You acknowledge that the
Company153s designated broker is under no obligation to arrange for the sale of
the Shares at any particular price. Upon the sale of the Shares, the Company
agrees to pay you the cash proceeds from the sale of the Shares, less any
brokerage fees or commissions and subject to any obligation to satisfy
Tax-Related Items. You acknowledge that you are not aware of any material
nonpublic information with respect to the Company or any securities of the
Company as of the date of this Agreement.

You understand and agree that, pursuant to local exchange control
requirements, you will be required to repatriate the cash proceeds from the
immediate sale of the Shares issued upon the vesting of BNI RSUs to China. You
further understand that, under local law, such repatriation of your cash
proceeds may need to be effectuated through a special

exchange control account established by the Company, parent, subsidiary or
affiliate or the Employer, and you hereby consent and agree that any proceeds
from the sale of any Shares issued upon the vesting of BNI RSUs you acquire may
be transferred to such special account prior to being delivered to you. If the
proceeds from the sale of your Shares are converted to local currency, you
acknowledge that the Company is under no obligation to secure any exchange
conversion rate, and the Company may face delays in converting the proceeds to
local currency due to exchange control restrictions in China. You agree to bear
the risk of any exchange conversion rate fluctuation between the date BNI RSUs
vest and the date of conversion of the proceeds from the sale of the Shares
issued upon vesting to local currency. You further agree to comply with any
other requirements that may be imposed by the Company in the future in order to
facilitate compliance with exchange control requirements in China.

*****

Data Privacy

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 Cisco and its
parent, subsidiaries and affiliates for the exclusive purpose of implementing,
administering and managing your participation in the Plan.

You understand that Cisco and the Employer 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 other social or national
identification number), salary, nationality, job title, residency status, any
Shares or directorships held in Cisco, details of all assumed BNI RSUs or any
other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding (“Data”), for the purpose of implementing, administering and
managing your participation in the Plan. You understand that Data may be
transferred to Cisco 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 the assumed BNI RSUs under the Plan or with
whom Shares acquired pursuant to the vesting of the assumed BNI RSUs or cash
from the sale of Shares may be deposited. Furthermore, you acknowledge and
understand that the transfer of such Data to Cisco or any of its parent,
subsidiaries or affiliates, or any third parties is necessary for your
participation in the Plan.

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 Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
your local human resources representative. You further acknowledge that
withdrawal of consent may affect your ability to realize benefits from the
assumed BNI RSUs 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.

*****

No Entitlement or Claims for Compensation.

By accepting this Agreement, you hereby acknowledge and agree as follows:

(a) Your rights, if any, in respect of or in connection with the assumed BNI
RSUs or any other stock award are derived solely from the discretionary decision
of Cisco to permit you to benefit from a discretionary award. The Plan may be
amended, suspended or terminated by Cisco at any time, unless otherwise provided
in the Plan and this Agreement or the RSU Agreement(s). By accepting Shares
subject to the BNI RSUs, you expressly acknowledge that there is no obligation
on the part of Cisco to continue the Plan and/or grant any additional stock
awards or benefits in lieu of restricted stock units or any other stock awards
even if BNI RSUs have been granted repeatedly in the past. All decisions with
respect to future stock awards, if any, will be at the sole discretion of Cisco.

(b) The assumed BNI RSUs and the Shares subject to the assumed BNI RSUs 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 BNI, the Employer
or Cisco or its parent, subsidiaries or affiliates. The value of the assumed BNI
RSUs and the Shares subject to

the BNI RSUs are extraordinary items that do not constitute compensation of
any kind for services of any kind rendered to BNI, the Employer or Cisco or its
parent, subsidiaries or affiliates and which are outside the scope of your
written employment agreement (if any).

(d) Neither the Plan nor the assumed BNI RSUs or any other stock award
granted under the Plan shall be deemed to give you a right to remain an
employee, consultant or director of Cisco, its parent, subsidiaries or
affiliates. The Employer reserves the right to terminate your Service at any
time, with or without cause, and for any reason, subject to applicable laws,
Cisco153s Articles of Incorporation and Bylaws and a written employment agreement
(if any).

(e) Your participation in the Plan will not be interpreted to form an
employment contract or relationship with the Employer or Cisco or its parent,
subsidiaries or affiliates.

(f) The future value of the underlying Shares is unknown and cannot be
predicted with certainty. If you vest in the assumed BNI RSUs and obtain Shares,
the value of the Shares acquired upon issuance may increase or decrease in
value. You understand that neither the Employer, nor Cisco or its parent,
subsidiaries or affiliates is responsible for any foreign exchange fluctuation
between the Employer153s local currency and the United States Dollar that may
affect the value of the assumed BNI RSUs.

(g) No claim or entitlement to compensation or damages shall arise from
forfeiture of the assumed BNI RSUs resulting from termination of your Service by
Cisco or the Employer (for any reason whatsoever and whether or not in breach of
local labor laws), and in consideration of the grant of the RSUs to which you
are otherwise not entitled, you irrevocably agree never to institute any claim
against Cisco or the Employer, waive your ability, if any, to bring any such
claim, and release Cisco and the Employer from any such claim; if,
notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, you shall be deemed
irrevocably to have agreed not to pursue such claim and agree to execute any and
all documents necessary to request dismissal or withdrawal of such claims.

(h) In the event of your termination of service, your right to vest in the
assumed BNI RSUs will end as of the date you are longer actively providing
services and will not be extended by any notice period mandated under local law
(e.g., your active service period would not include any period of “garden leave”
or similar period pursuant to local law); Cisco shall have the exclusive
discretion to determine when you are no longer actively providing services for
purposes of the assumed BNI RSUs.

(i) You agree that Cisco may require the Shares issued upon vesting of the
BNI RSUs assumed and converted hereunder to be held by a broker designated by
Cisco.

(j) You agree that your rights to acquire Shares or proceeds from the sale of
Shares hereunder (if any) shall be subject to set-off by Cisco for any valid
debts that you owe to Cisco.

(k) The BNI RSUs 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.

(l) Cisco and the Employer are not providing any tax, legal or financial
advice, nor are Cisco and the Employer making any recommendations regarding your
participation in the Plan, or your acquisition or sale of Cisco Shares; you are
hereby advised to consult with your own personal tax, legal and financial
advisors regarding your participation in the Plan before taking any action
related to the Plan.

You hereby acknowledge and agree as follows: (a) the conversion and
adjustment of your assumed BNI RSUs to awards over Cisco Shares may have adverse
tax and social insurance contribution consequences, including but not limited to
any loss of tax and social insurance qualified status and the inability to
obtain a tax or social insurance refund for taxes or contributions already paid
on such assumed BNI RSUs, and that BNI, Cisco and your Employer do not take any
responsibility or liability with respect to the loss of tax and social insurance
qualified status of your assumed BNI RSUs; (b) you received information
regarding the adjustment and conversion of your BNI RSUs; and (c) you
acknowledge that vesting and settlement of your BNI RSUs and the issuance of
Shares is contingent upon compliance with applicable local laws; in particular,
if allowing you to vest in or receive assumed BNI RSUs or the Shares subject to
the BNI RSUs would not be compliant with applicable foreign securities laws, you
will not be permitted to receive Shares under this Agreement.

You acknowledge that if you have received this Agreement or any other
documents related to the Plan translated into a language other than English, and
if the meaning of the translated version is different from the English version,
the English version will take precedence. Cisco may, in its sole discretion,
decide to deliver any documents related to the assumed BNI RSUs and this
Agreement 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, if requested, agree to participate in the

Plan through an on-line or electronic system established and maintained by
Cisco, the Charles Schwab Corporation or other third party designated by Cisco.

Cisco reserves the right to impose other requirements on your participation
in the Plan and on any Shares acquired under the Plan, to the extent Cisco
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 vesting of the assumed BNI RSUs 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.

Until Cisco153s Stock Administration Department is in receipt of your
understanding and acceptance of this Agreement (which can be accomplished
electronically by following the instructions under the heading of
Acknowledgement below) your Cisco account will not be activated and you will be
unable to acquire Shares under your vested BNI RSUs.

If you have any questions regarding this Agreement or your assumed BNI RSUs,
please contact at .

CISCO SYSTEMS, INC.

By: /s/ Mark Chandler

Mark Chandler

Corporate Secretary

ACKNOWLEDGMENT

[Field: Full Name] acknowledges receipt of the foregoing Stock Option
Assumption Agreement and the Plans, and agrees that all rights and liabilities
with respect to the assumed BNI RSUs listed on the table above are hereby
assumed by Cisco and are as set forth in the RSU Agreement(s) for such assumed
BNI RSUs, the Plan and this Restricted Stock Unit Assumption Agreement: China
(including, without limitation, Exhibit A attached hereto).

Please remember to sign and date this Agreement (including signing
the page(s) attached as Exhibit A), as soon as possible, and return signed
copies of this entire Agreement and the page(s) attached as Exhibit A to Cisco
Systems Attn: 170 West Tasman Drive, San Jose, CA 95134

ATTACHMENTS

Exhibit A – Form S-8 Prospectus

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DATED: , 2011

Cisco ID No.:

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