{"id":38457,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2009-deferred-compensation-plan-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2009-deferred-compensation-plan-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2009-deferred-compensation-plan-cisco.html","title":{"rendered":"2009 Deferred Compensation Plan – Cisco"},"content":{"rendered":"

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

Effective January 1, 2009 <\/strong><\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

TABLE OF CONTENTS <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n

<\/td>\n\n

SELECTION, ENROLLMENT, ELIGIBILITY<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2.1<\/p>\n<\/td>\n

<\/td>\n\n

Selection by Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2.2<\/p>\n<\/td>\n

<\/td>\n\n

Enrollment and Eligibility Requirements; Commencement of Participation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

<\/td>\n\n

DEFERRAL COMMITMENTS\/COMPANY CONTRIBUTION AMOUNTS\/
\nCOMPANY MATCHING AMOUNTS\/ VESTING\/CREDITING\/TAXES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.1<\/p>\n<\/td>\n

<\/td>\n\n

Annual Deferral Amount<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.2<\/p>\n<\/td>\n

<\/td>\n\n

Maximum Deferral<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.3<\/p>\n<\/td>\n

<\/td>\n\n

Election to Defer; Effect of Election Form<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.4<\/p>\n<\/td>\n

<\/td>\n\n

Withholding and Crediting of Annual Deferral Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.5<\/p>\n<\/td>\n

<\/td>\n\n

Company Matching Amount<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.6<\/p>\n<\/td>\n

<\/td>\n\n

Discretionary Company Contribution Amount<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.7<\/p>\n<\/td>\n

<\/td>\n\n

Crediting of Amounts after Benefit Distribution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.8<\/p>\n<\/td>\n

<\/td>\n\n

Vesting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.9<\/p>\n<\/td>\n

<\/td>\n\n

Crediting\/Debiting of Account Balances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.10<\/p>\n<\/td>\n

<\/td>\n\n

FICA and Other Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

<\/td>\n\n

SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.1<\/p>\n<\/td>\n

<\/td>\n\n

Scheduled Distribution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.2<\/p>\n<\/td>\n

<\/td>\n\n

Postponing Scheduled Distributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.3<\/p>\n<\/td>\n

<\/td>\n\n

Other Benefits Take Precedence Over Scheduled Distributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.4<\/p>\n<\/td>\n

<\/td>\n\n

Scheduled Distributions and Former Scientific-Atlanta Participants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.5<\/p>\n<\/td>\n

<\/td>\n\n

Unforeseeable Emergencies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n

<\/td>\n\n

TERMINATION BENEFIT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.1<\/p>\n<\/td>\n

<\/td>\n\n

Termination Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.2<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Termination Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.3<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Termination Benefit to Former Scientific-Atlanta Participants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

<\/td>\n\n

DISABILITY BENEFIT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.1<\/p>\n<\/td>\n

<\/td>\n\n

Disability Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.2<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Disability Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.3<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Disability Benefit to Former Scientific-Atlanta Participants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

<\/td>\n\n

DEATH BENEFIT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7.1<\/p>\n<\/td>\n

<\/td>\n\n

Death Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7.2<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Death Benefit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7.3<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Death Benefit to Former Scientific-Atlanta Participants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n<\/td>\n

<\/td>\n\n

BENEFICIARY DESIGNATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.1<\/p>\n<\/td>\n

<\/td>\n\n

Beneficiary<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.2<\/p>\n<\/td>\n

<\/td>\n\n

Beneficiary Designation; Change; Spousal Consent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.3<\/p>\n<\/td>\n

<\/td>\n\n

Acknowledgment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.4<\/p>\n<\/td>\n

<\/td>\n\n

No Beneficiary Designation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.5<\/p>\n<\/td>\n

<\/td>\n\n

Doubt as to Beneficiary<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.6<\/p>\n<\/td>\n

<\/td>\n\n

Discharge of Obligations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

<\/td>\n\n

LEAVE OF ABSENCE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.1<\/p>\n<\/td>\n

<\/td>\n\n

Paid Leave of Absence<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.2<\/p>\n<\/td>\n

<\/td>\n\n

Unpaid Leave of Absence<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.3<\/p>\n<\/td>\n

<\/td>\n\n

Leaves Resulting in Separation From Service<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n

<\/td>\n\n

TERMINATION OF PLAN, AMENDMENT OR MODIFICATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

10.1<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

10.2<\/p>\n<\/td>\n

<\/td>\n\n

Amendment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

10.3<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 11<\/p>\n<\/td>\n

<\/td>\n\n

ADMINISTRATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11.1<\/p>\n<\/td>\n

<\/td>\n\n

Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11.2<\/p>\n<\/td>\n

<\/td>\n\n

Agents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11.3<\/p>\n<\/td>\n

<\/td>\n\n

Binding Effect of Decisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11.4<\/p>\n<\/td>\n

<\/td>\n\n

Indemnity of Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11.5<\/p>\n<\/td>\n

<\/td>\n\n

Employer Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 12<\/p>\n<\/td>\n

<\/td>\n\n

OTHER BENEFITS AND AGREEMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

12.1<\/p>\n<\/td>\n

<\/td>\n\n

Coordination with Other Benefits<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 13<\/p>\n<\/td>\n

<\/td>\n\n

CLAIMS PROCEDURES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13.1<\/p>\n<\/td>\n

<\/td>\n\n

Presentation of Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13.2<\/p>\n<\/td>\n

<\/td>\n\n

Notification of Decision<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13.3<\/p>\n<\/td>\n

<\/td>\n\n

Review of a Denied Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13.4<\/p>\n<\/td>\n

<\/td>\n\n

Decision on Review<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13.5<\/p>\n<\/td>\n

<\/td>\n\n

Legal Action<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 14<\/p>\n<\/td>\n

<\/td>\n\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.1<\/p>\n<\/td>\n

<\/td>\n\n

Status of Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.2<\/p>\n<\/td>\n

<\/td>\n\n

Unsecured General Creditor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.3<\/p>\n<\/td>\n

<\/td>\n\n

Employer153s Liability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.4<\/p>\n<\/td>\n

<\/td>\n\n

Nonassignability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.5<\/p>\n<\/td>\n

<\/td>\n\n

Not a Contract of Employment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.6<\/p>\n<\/td>\n

<\/td>\n\n

Furnishing Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.7<\/p>\n<\/td>\n

<\/td>\n\n

Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.8<\/p>\n<\/td>\n

<\/td>\n\n

Captions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.9<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.10<\/p>\n<\/td>\n

<\/td>\n\n

Notice<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.11<\/p>\n<\/td>\n

<\/td>\n\n

Successors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.12<\/p>\n<\/td>\n

<\/td>\n\n

Spouse153s Interest<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.13<\/p>\n<\/td>\n

<\/td>\n\n

Validity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.14<\/p>\n<\/td>\n

<\/td>\n\n

Incompetent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.15<\/p>\n<\/td>\n

<\/td>\n\n

Court Order<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.16<\/p>\n<\/td>\n

<\/td>\n\n

Distribution in the Event of Income Inclusion under Code Section 409A<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14.17<\/p>\n<\/td>\n

<\/td>\n\n

Deduction Limitation on Benefit Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

CISCO SYSTEMS, INC. <\/strong><\/p>\n

2009 DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

Effective January 1, 2009<\/p>\n

Purpose <\/u><\/strong><\/p>\n

The purpose of this Plan is to provide specified benefits to
\na select group of management or highly compensated Employees who contribute
\nmaterially to the continued growth, development and future business success of
\nCisco Systems, Inc., a California corporation, and its subsidiaries, if any,
\nthat participate in this Plan. This Plan shall be unfunded for tax purposes and
\nfor purposes of Title I of ERISA. This Plan is intended to comply with all
\napplicable law, including Code Section 409A, and shall be operated and
\ninterpreted in accordance with this intention. Effective January 1, 2009, this
\nPlan is hereby amended and restated to reflect the Plan153s merger with the
\nScientific-Atlanta Executive Deferred Compensation Plan, as amended and
\nrestated, effective May 15, 2002 (the “SA Grandfathered Plan”) and the
\nScientific-Atlanta 2005 Executive Deferred Compensation Plan, as amended and
\nrestated, effective January 1, 2008 (the “SA Post-2004 Plan”).<\/p>\n

ARTICLE 1 <\/strong><\/p>\n

Definitions<\/u> <\/strong><\/p>\n

For purposes of this Plan, unless otherwise clearly apparent
\nfrom the context, the following phrases or terms shall have the following
\nindicated meanings:<\/p>\n<\/p>\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

\n

“Account Balance<\/strong>” shall mean, with respect
\nto a Participant, an entry on the records of the Employer equal to the sum of
\n(i) the Deferral Account balance and (ii) the Company Contributions Account
\nbalance. The Account Balance shall be a bookkeeping entry only and shall be
\nutilized solely as a device for the measurement and determination of the amounts
\nto be paid to a Participant, or his or her designated Beneficiary, pursuant to
\nthis Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.2<\/p>\n<\/td>\n

\n

“Annual Deferral Amount<\/strong>” shall mean that
\nportion of a Participant153s Base Salary, Bonus and Commissions that a Participant
\ndefers in accordance with Article 3 for any one Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.3<\/p>\n<\/td>\n

\n

“Base Salary<\/strong>” shall mean the annual cash
\ncompensation relating to services performed during any calendar year, excluding
\ndistributions from nonqualified deferred compensation plans, Bonuses,
\nCommissions, overtime, fringe benefits, stock options and other equity awards,
\nrelocation expenses, incentive payments, non-monetary awards, and automobile and
\nother allowances paid to a Participant for employment services rendered (whether
\nor not such allowances are included in the Employee153s gross income). Base Salary
\nshall be calculated before reduction for compensation voluntarily deferred or
\ncontributed by the Participant pursuant to all qualified or nonqualified plans
\nof any Employer and shall be calculated to include amounts not otherwise
\nincluded in the Participant153s gross income under Code Sections 125, 132,
\n402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements established by
\nany Employer; provided, however, that all such amounts will be included in
\ncompensation only to the extent that had there been no such plan, the amount
\nwould have been payable in cash to the Employee. Notwithstanding anything in
\nthis Plan to the contrary, “Base Salary” shall not include any amount paid
\npursuant to a disability plan or pursuant to a disability insurance policy.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

1.4<\/p>\n<\/td>\n

\n

“Beneficiary<\/strong>” shall mean one or more
\npersons, trusts, estates or other entities, designated in accordance with
\nArticle 8, that are entitled to receive benefits under this Plan upon the death
\nof a Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.5<\/p>\n<\/td>\n

\n

“Beneficiary Designation Form<\/strong>” shall mean
\nthe form, which may be in electronic format, that a Participant completes to
\ndesignate one or more Beneficiaries in accordance with such procedures
\nestablished by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.6<\/p>\n<\/td>\n

\n

“Benefit Distribution Date<\/strong>” shall mean the
\ndate that the distribution of all or a portion of a Participant153s vested Account
\nBalance becomes payable under the Plan. A Participant153s Benefit Distribution
\nDate shall be determined based on the event giving rise to the distribution as
\nmore fully described in Articles 4 through 7.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.7<\/p>\n<\/td>\n

\n

“Board<\/strong>” shall mean the board of directors of
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.8<\/p>\n<\/td>\n

\n

“Bonus<\/strong>” shall mean any compensation, earned
\nand payable to a Participant under any incentive pay program other than those
\nprograms designated by the Company as ineligible for deferral under the Plan.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.9<\/p>\n<\/td>\n

\n

“Claimant<\/strong>” shall have the meaning set forth
\nin Section 13.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.10<\/p>\n<\/td>\n

\n

“Code<\/strong>” shall mean the Internal Revenue Code
\nof 1986, as it may be amended from time to time. The definition of “Code” shall
\nalso include related guidance, rules and regulations issued by the U.S.
\nDepartment of the Treasury and Internal Revenue Service thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.11<\/p>\n<\/td>\n

\n

“Commissions<\/strong>” shall mean pay other than Base
\nPay or Bonuses which is designated as commission payments under an Employer153s
\npayroll systems.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.12<\/p>\n<\/td>\n

\n

“Committee<\/strong>” shall mean the Compensation and
\nManagement Development Committee of the Board.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.13<\/p>\n<\/td>\n

\n

“Company<\/strong>” shall mean Cisco Systems, Inc., a
\nCalifornia corporation, and any successor to all or substantially all of the
\nCompany153s assets or business. With regard to the administration of the Plan,
\nexcept with respect to those provisions reserved for the Committee, “Company”
\nshall mean the 401(k) Plan Administration Committee (the “401(k) Administration
\nCommittee”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.14<\/p>\n<\/td>\n

\n

“Company Contributions Account<\/strong>” shall mean
\n(i) the sum of all of a Participant153s Company Matching Amounts, plus (ii) the
\nsum of all Discretionary Company Contributions, plus (iii) amounts credited or
\ndebited to the Participant153s Company Contributions Account in accordance with
\nthis Plan, less (iv) all distributions made to the Participant or his or her
\nBeneficiary pursuant to this Plan that relate to the Participant153s Company
\nContributions Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.15<\/p>\n<\/td>\n

\n

“Company Matching Amount<\/strong>” shall mean, for
\nany one Plan Year, the amount determined in accordance with Section 3.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.16<\/p>\n<\/td>\n

\n

“Death Benefit<\/strong>” shall mean the benefit set
\nforth in Article 7.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.17<\/p>\n<\/td>\n

\n

“Deferral Account<\/strong>” shall mean (i) the sum of
\nall of a Participant153s Annual Deferral Amounts, plus (ii) amounts credited or
\ndebited to the Participant153s Deferral Account in accordance with this<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

Plan, less (iii) all distributions made to the Participant or
\nhis or her Beneficiary pursuant to this Plan that relate to his or her Deferral
\nAccount.<\/p>\n<\/p>\n\n\n\n
\n

1.18<\/p>\n<\/td>\n

\n

“Disability<\/strong>” or “Disabled<\/strong>”
\nshall have the meaning set forth in Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.19<\/p>\n<\/td>\n

\n

“Disability Benefit<\/strong>” shall mean the benefit
\nset forth in Article 6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.20<\/p>\n<\/td>\n

\n

“Discretionary Company Contribution Amount<\/strong>”
\nshall mean, for any one Plan Year, the amount determined in accordance with
\nSection 3.6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.21<\/p>\n<\/td>\n

\n

“Effective Date<\/strong>” shall mean January 1, 2009.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.22<\/p>\n<\/td>\n

\n

“Election Form<\/strong>” shall mean the form, which
\nmay be in electronic format, that a Participant completes in accordance with
\nsuch procedures established by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.23<\/p>\n<\/td>\n

\n

“Employee<\/strong>” shall mean a person who is an
\nemployee of any Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.24<\/p>\n<\/td>\n

\n

“Employer(s)<\/strong>” shall mean the Company and\/or
\nany of its subsidiaries (now in existence or hereafter formed or acquired) that
\nhave been selected by the Committee to participate in the Plan and have adopted
\nthe Plan as a participating Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.25<\/p>\n<\/td>\n

\n

“ERISA<\/strong>” shall mean the Employee Retirement
\nIncome Security Act of 1974, as it may be amended from time to time. The
\ndefinition of “ERISA” shall also include related guidance, rules and regulations
\nissued by the U.S. Department of Labor thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.26<\/p>\n<\/td>\n

\n

“401(k) Plan<\/strong>” shall mean, with respect to an
\nEmployer, a plan qualified under Code Section 401(a) that contains a cash or
\ndeferral arrangement described in Code Section 401(k), adopted by the Employer,
\nas it may be amended from time to time, or any successor thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.27<\/p>\n<\/td>\n

\n

“Installment Method<\/strong>” shall be an installment
\npayment over the number of years selected by the Participant in accordance with
\nthis Plan. Such amounts shall be paid in quarterly, semi-annual or annual
\npayments (over a period not to exceed ten (10) years). The amount of each
\ninstallment shall be calculated by dividing the amount then subject to the
\ninstallment payment by the number of installments then remaining to be made. The
\namount subject to installment payments that has not yet been paid shall continue
\nto be credited\/debited with additional amounts in accordance with Section 3.9.
\nFor purposes of this Plan, the right to receive benefit payments in installment
\npayments shall be treated as the entitlement to a single payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.28<\/p>\n<\/td>\n

\n

“Participant<\/strong>” shall mean any Employee who is
\non the United States payroll of an Employer and (i) who is selected to
\nparticipate in the Plan, (ii) who submits an executed Plan Agreement and
\nElection Form, and (iii) whose Plan Agreement has not terminated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.29<\/p>\n<\/td>\n

\n

“Plan<\/strong>” shall mean the Cisco Systems, Inc.
\n2009 Deferred Compensation Plan, which shall be evidenced by this instrument and
\nby each Plan Agreement, as they may be amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.30<\/p>\n<\/td>\n

\n

“Plan Agreement<\/strong>” shall mean a written
\nagreement, as may be amended from time to time, which is entered into by and
\nbetween an Employer and a Participant. Each Plan Agreement executed by a
\nParticipant and the Participant153s Employer shall provide for the entire benefit
\nto which such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

Participant is entitled under the Plan; should there be more
\nthan one Plan Agreement, the Plan Agreement bearing the latest date of
\nacceptance by the Employer shall supersede all previous Plan Agreements in their
\nentirety and shall govern such entitlement. The terms of any Plan Agreement may
\nbe different for any Participant, and any Plan Agreement may provide additional
\nbenefits not set forth in the Plan or limit the benefits otherwise provided
\nunder the Plan; provided, however, that any such additional benefits or benefit
\nlimitations must be agreed to by both the Employer and the Participant.<\/p>\n<\/p>\n\n\n\n
\n

1.31<\/p>\n<\/td>\n

\n

“Plan Year<\/strong>” shall mean a period beginning on
\nJanuary 1 of each calendar year and continuing through December 31 of such
\ncalendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.32<\/p>\n<\/td>\n

\n

“SA Grandfathered Plan<\/strong>” shall mean the
\nScientific-Atlanta Executive Deferred Compensation Plan, as amended and restated
\neffective May 15, 2002.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.33<\/p>\n<\/td>\n

\n

“SA Post-2004 Plan<\/strong>” shall mean the
\nScientific-Atlanta 2005 Executive Deferred Compensation Plan, as amended and
\nrestated effective January 1, 2008.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.34<\/p>\n<\/td>\n

\n

“Scheduled Distribution<\/strong>” shall mean the
\ndistribution set forth in Section 4.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.35<\/p>\n<\/td>\n

\n

“Supplement A<\/strong>” shall mean the supplement to
\nthis Plan governing the time and form of payments for participants of the SA
\nPost-2004 Plan, with amounts deferred between January 1, 2005 and December 31,
\n2008.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.36<\/p>\n<\/td>\n

\n

“Supplement B<\/strong>” shall mean the supplement to
\nthis Plan governing the time and form of payments for participants of the SA
\nGrandfathered Plan, with amounts deferred before January 1, 2005.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.37<\/p>\n<\/td>\n

\n

“Termination Benefit<\/strong>” shall mean the benefit
\nset forth in Article 5 which shall be paid following a Participant153s Termination
\nof Employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.38<\/p>\n<\/td>\n

\n

“Termination of Employment<\/strong>” shall mean the
\nseparation from service with all Employers, voluntarily or involuntarily, for
\nany reason other than Disability or death, as determined in accordance with Code
\nSection 409A. For this purpose, the definition of “service recipient” for
\npurposes of determining whether a separation from service has occurred for
\npurposes of Code Section 409A shall be determined by utilizing the twenty
\npercent (20%) tests described in section 1.409A-1(h) of the Code Section 409A
\nregulations to the extent permitted under such regulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.39<\/p>\n<\/td>\n

\n

“Unforeseeable Emergency<\/strong>” shall mean a
\nsevere financial hardship of the Participant or his or her Beneficiary resulting
\nfrom (i) an illness or accident of the Participant or Beneficiary, the
\nParticipant153s or Beneficiary153s spouse, or the Participant153s or Beneficiary153s
\ndependent (as defined in Code Section 152(a)), (ii) a loss of the Participant153s
\nor Beneficiary153s property due to casualty, or (iii) such other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the control of the Participant or the Participant153s Beneficiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

ARTICLE 2 <\/strong><\/p>\n

Selection, Enrollment, Eligibility <\/u><\/strong>\n<\/p>\n<\/p>\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

\n

Selection by Committee<\/u><\/strong>. Participation
\nin the Plan shall be limited to a select group of management or highly
\ncompensated Employees. From that group, the Committee shall select, in its sole
\ndiscretion, those individuals who may actually participate in this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

\n

Enrollment and Eligibility Requirements;
\nCommencement of Participation<\/u>.<\/strong> As a condition to participation,
\neach selected Employee who is eligible to participate in the Plan effective as
\nof the first day of a Plan Year shall complete a Plan Agreement and an Election
\nForm, prior to the first day of such Plan Year, or such other earlier deadline
\nas may be established by the Company in its sole discretion. In addition, the
\nCompany shall establish from time to time such other enrollment requirements as
\nit determines, in its sole discretion, are necessary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Each selected Employee who is eligible to participate in the
\nPlan shall commence participation in the Plan on the date that the Employee has
\nmet all enrollment requirements set forth in this Plan and required by the
\nCompany, including completing all required documents within the specified time
\nperiod(s).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A newly hired Employee who is selected to participate in the
\nPlan who first becomes a Participant after the beginning of a Plan Year must
\ncomplete a Plan Agreement and an Election Form within thirty (30) days after he
\nor she first becomes eligible to participate in the Plan, or within such other
\nearlier deadline as may be established by the Company, in its sole discretion,
\nin order to participate for that Plan Year. In such event, such person153s
\nparticipation in this Plan shall not commence earlier than the date determined
\nby the Company pursuant to Section 2.2(a) and such person shall not be permitted
\nto defer under this Plan any portion of his or her Base Salary or Commissions
\nthat are paid with respect to services performed prior to his or her
\nparticipation commencement date, except to the extent permissible under Code
\nSection 409A. Except as otherwise permitted by the Company (and in accordance
\nwith Code Section 409A), a Participant described in this Section 2.2(b) shall
\nnot be permitted to make a deferral election with respect to Bonuses for the
\nfirst Plan Year in which he or she is eligible to participate. Subject to the
\nrequirements of Section 409A of the Code, a newly hired Employee who is in a
\nclassification of Employees otherwise eligible to participate in the Plan shall
\nbe eligible to participate in the Plan as of the first business day of the month
\nfollowing the month which contains the Employee153s date of hire.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

A newly eligible Employee who is selected to participate in
\nthe Plan as a result of a promotion, or other change in employment status
\nresulting in the individual first being eligible to participate in the Plan
\nafter the beginning of a Plan Year, must complete a Plan Agreement and an
\nElection Form within thirty (30) days after he or she first becomes eligible to
\nparticipate in the Plan, or within such other earlier deadline as may be
\nestablished by the Company, in its sole discretion, in order to participate for
\nthat Plan Year. In such event, such person153s participation in this Plan shall
\nnot commence earlier than the date determined by the Company pursuant to
\nSection 2.2(a) and such person shall not be permitted to defer under this Plan
\nany portion of his or her Base Salary or Commissions that are paid with respect
\nto services performed prior to his or her participation commencement date,
\nexcept to the extent permissible under Code Section<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

409A. Except as otherwise permitted by the Company (and in
\naccordance with Code Section 409A), a Participant described in this
\nSection 2.2(c) shall not be permitted to make a deferral election with respect
\nto Bonuses for the first Plan Year in which he or she is eligible to
\nparticipate. Subject to the requirements of Section 409A of the Code, Employees
\ndescribed in this Section 2.2(c) shall first become eligible to participate in
\nthe Plan as of the first business day of the month following the month in which
\nthe later of (i) the corporate action occurs which results in the Employee first
\nbecoming eligible to participate in the Plan; and (ii) the effective date of the
\nEmployee153s promotion or other change in employment status.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If an Employee fails to meet all requirements contained in
\nthis Section 2.2 within the period(s) required, that Employee shall not be
\neligible to participate in the Plan during such Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 3 <\/u><\/strong><\/p>\n

Deferral Commitments\/Company Contribution Amounts\/
\n<\/u><\/strong><\/p>\n

Company Matching Amounts\/ Vesting\/Crediting\/Taxes
\n<\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

3.1<\/p>\n<\/td>\n

\n

Annual Deferral Amount<\/u><\/strong>. For each Plan
\nYear, a Participant may elect to defer as his or her Annual Deferral Amount,
\nBase Salary, Bonus and\/or Commissions pursuant to such rules as may be
\nestablished by the Company in accordance with Code Section 409A. For the
\navoidance of doubt, a Participant may not defer his or her severance payments
\n(if any) under the Plan. Such Annual Deferral Amount may be subject to a minimum
\ndeferral amount established by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.2<\/p>\n<\/td>\n

\n

Maximum Deferral<\/u>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Annual Deferral Amount<\/u><\/strong>. For each Plan
\nYear, a Participant may elect to defer, as his or her Annual Deferral Amount,
\nBase Salary, Bonus and\/or Commissions, pursuant to such rules as may be
\nestablished by the Company, up to the following maximum percentages for each
\ndeferral elected:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Deferral<\/strong><\/td>\n<\/td>\nMaximum Percentage<\/strong><\/td>\n<\/tr>\n
\n

Base Salary<\/p>\n<\/td>\n

<\/td>\n\n

75%<\/p>\n<\/td>\n<\/tr>\n

\n

Bonus<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

Commissions<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Short Plan Year<\/u><\/strong>. Notwithstanding the
\nprovisions of paragraph (a) above, if a Participant first becomes a Participant
\nafter the first day of a Plan Year, the maximum Annual Deferral Amount shall be
\nlimited to the amount of compensation not yet earned by the Participant as of
\nthe date the Participant submits a Plan Agreement and Election Form, except to
\nthe extent permissible under Code Section 409A. Solely to the extent required
\nunder Code Section 409A, with respect to compensation that is earned based upon
\na specified performance period, the Participant153s deferral election will apply
\nto the portion of such compensation that is equal to (i) the total amount of
\ncompensation for the performance period, multiplied by (ii) a fraction, the
\nnumerator of which is the number of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

days remaining in the performance period after the
\nParticipant153s deferral election is made, and the denominator of which is the
\ntotal number of days in the performance period.<\/p>\n<\/p>\n\n\n\n
\n

3.3<\/p>\n<\/td>\n

\n

Election to Defer; Effect of Election
\nForm<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Initial Plan Year<\/u><\/strong>. In connection with
\na Participant153s commencement of participation in the Plan, the Participant shall
\nmake an irrevocable deferral election for the Plan Year in which the Participant
\ncommences participation in the Plan, along with such other elections as the
\nCompany deems necessary or desirable under the Plan. For these elections to be
\nvalid, the Election Form must be completed by the Participant, in accordance
\nwith Section 2.2 above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

General Timing Rule for Deferral Elections in
\nSubsequent Plan Years<\/u><\/strong>. For each succeeding Plan Year, a Participant
\nmay elect to defer Base Salary, Bonus and Commissions, and make such other
\nelections as the Company deems necessary or desirable under the Plan by timely
\ncompleting a new Election Form, in accordance with the Company153s rules and
\nprocedures, before December 31st<\/sup> preceding the Plan Year in which
\nsuch compensation is earned, or before such other deadline established in
\naccordance with the requirements of Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any deferral election(s) made in accordance with this Section
\n3.3(b) shall be irrevocable; provided, however, that if the Company permits
\nParticipants to make deferral elections for “Performance-Based Compensation” (as
\ndefined in paragraph (c) below) by the deadline(s) described above, it may, in
\nits sole discretion, and in accordance with Code Section 409A, permit a
\nParticipant to subsequently change his or her deferral election for such
\ncompensation by submitting an Election Form no later than the deadline
\nestablished by the Company pursuant to Section 3.3(c) below.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Performance-Based Compensation<\/u>.<\/strong>
\nNotwithstanding the provisions of paragraph (a) and (b) above, with respect to
\nBonus compensation that also qualifies as “Performance-Based Compensation,” the
\nCompany may, in its sole discretion, permit an irrevocable deferral election
\npertaining to such Performance-Based Compensation to be made by timely
\ndelivering an Election Form to the Company, in accordance with its rules and
\nprocedures, no later than six (6) months before the end of the performance
\nservice period and in accordance with Code Section 409A. For this purpose,
\n“Performance-Based Compensation” shall be compensation, the payment or amount of
\nwhich is contingent on pre-established organizational or individual performance
\ncriteria, which satisfies the requirements of Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Compensation Subject to Risk of
\nForfeiture<\/u><\/strong>. With respect to compensation (i) to which a Participant
\nhas a legally binding right to payment in a subsequent year, and (ii) that is
\nsubject to a forfeiture condition requiring the Participant153s continued services
\nfor a period of at least twelve (12) months from the date the Participant
\nobtains the legally binding right, the Company may, in its sole discretion,
\npermit an irrevocable deferral election to be made with respect to such
\ncompensation by timely completing an Election Form in accordance with such rules
\nand procedures as the Company may establish no later than the thirtieth
\n(30th) day after the Participant obtains the legally binding right to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

the compensation, provided that the election is made at least
\ntwelve (12) months in advance of the earliest date at which the forfeiture
\ncondition could lapse.<\/p>\n<\/p>\n\n\n\n
\n

3.4<\/p>\n<\/td>\n

\n

Withholding and Crediting of Annual Deferral
\nAmounts<\/u><\/strong>. For each Plan Year, the Base Salary portion of the Annual
\nDeferral Amount shall be withheld from each regularly scheduled Base Salary
\npayroll in equal amounts, as adjusted from time to time for increases and
\ndecreases in Base Salary. The Bonus and Commissions portion of the Annual
\nDeferral Amount shall be withheld at the time the Bonus and Commissions would be
\npaid to the Participant, whether or not this occurs during the Plan Year itself.
\nAnnual Deferral Amounts shall be credited to a Participant153s Deferral Account.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.5<\/p>\n<\/td>\n

\n

Company Matching Amount<\/u><\/strong>. A
\nParticipant153s Company Matching Amount (if any) for any Plan Year shall be an
\namount determined by the Committee, in its sole discretion, based on the amount
\nof deferrals to this Plan and credited to a Participant. The amount (if any)
\ncredited to a Participant under this Plan for any Plan Year may be smaller or
\nlarger than the amount credited to any other Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.6<\/p>\n<\/td>\n

\n

Discretionary Company Contribution
\nAmount<\/u><\/strong>. A Participant153s Discretionary Company Contribution Amount
\n(if any) for any Plan Year shall be an amount determined by the Committee, in
\nits sole discretion and credited to a Participant. The amount (if any) credited
\nto a Participant under this Plan for any Plan Year may be smaller or larger than
\nthe amount credited to any other Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.7<\/p>\n<\/td>\n

\n

Crediting of Amounts after Benefit
\nDistribution<\/u><\/strong>. Notwithstanding any provision in this Plan to the
\ncontrary, should the complete distribution of a Participant153s vested Account
\nBalance occur prior to the date on which any portion of (i) the Annual Deferral
\nAmount that a Participant has elected to defer in accordance with Section 3.3,
\n(ii) the Company Matching Amount (if any) or (iii) the Discretionary Company
\nContribution Amount (if any), would otherwise be credited to the Participant153s
\nAccount Balance, such amounts shall not be credited to the Participant153s Account
\nBalance, but shall be paid to the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.8<\/p>\n<\/td>\n

\n

Vesting<\/u><\/strong>. A Participant shall at all
\ntimes be one hundred percent (100%) vested in his or her Account Balance unless
\notherwise specified in the Participant153s Plan Agreement, employment agreement or
\nany other agreement entered into between the Participant and his or her
\nEmployer, or specified at the time the Committee determines to make a Company
\nMatching Amount or a Discretionary Company Contribution Amount pursuant to
\nSections 3.5 and 3.6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.9<\/p>\n<\/td>\n

\n

Crediting\/Debiting of Account
\nBalances<\/u><\/strong>. In accordance with, and subject to, the rules and
\nprocedures that are established from time to time by the Company, amounts shall
\nbe credited or debited to a Participant153s Account Balance in accordance with the
\nfollowing rules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Measurement Funds<\/u><\/strong>. The Participant
\nmay elect one or more of the measurement funds selected by the Company, (the
\n“Measurement Funds”) for the purpose of crediting or debiting additional amounts
\nto his or her Account Balance. As necessary, the Company may, in its sole
\ndiscretion, discontinue, substitute or add a Measurement Fund.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Election of Measurement Funds<\/u><\/strong>. A
\nParticipant, in connection with his or her initial deferral election in
\naccordance with Section 3.3(a) above, shall elect, on the Election Form, one or
\nmore Measurement Fund(s) (as described in Section 3.9(a) above) to be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

used to determine the amounts to be credited or debited to
\nhis or her Account Balance. If a Participant does not elect any of the
\nMeasurement Funds as described in the previous sentence, the Participant153s
\nAccount Balance shall be allocated into the Measurement Fund(s), as determined
\nby the Company, in its sole discretion. The Participant may (but is not required
\nto) elect, by completing an Election Form in accordance with such rules and
\nprocedures established by the Company, to add or delete one or more Measurement
\nFund(s) to be used to determine the amounts to be credited or debited to his or
\nher Account Balance, or to change the portion of his or her Account Balance
\nallocated to each previously or newly elected Measurement Fund. If an election
\nis made in accordance with the previous sentence, it shall apply as of the first
\nbusiness day deemed reasonably practicable by the Company, in its sole
\ndiscretion, and shall continue thereafter for each subsequent day in which the
\nParticipant participates in the Plan, unless changed in accordance with the
\nprevious sentence. Notwithstanding the foregoing, the Company, in its sole
\ndiscretion, may impose limitations on the frequency with which one or more of
\nthe Measurement Funds elected in accordance with this Section may be added or
\ndeleted by such Participant; furthermore, the Company, in its sole discretion,
\nmay impose limitations on the frequency with which the Participant may change
\nthe portion of his or her Account Balance allocated to each previously or newly
\nelected Measurement Fund.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Proportionate Allocation<\/u><\/strong>. In making
\nany election described in Section 3.9(b) above, the Participant shall specify on
\nthe Election Form, in increments of one percent (1%), the percentage of his or
\nher Account Balance or Measurement Fund, as applicable, to be
\nallocated\/reallocated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Crediting or Debiting Method<\/u><\/strong>. The
\nperformance of each Measurement Fund (either positive or negative) will be
\ndetermined on a daily basis based on the manner in which such Participant153s
\nAccount Balance has been hypothetically allocated among the Measurement Funds by
\nthe Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

No Actual Investment<\/u><\/strong>. Notwithstanding
\nany other provision of this Plan that may be interpreted to the contrary, the
\nMeasurement Funds are to be used for measurement purposes only, and a
\nParticipant153s election of any such Measurement Fund, the allocation of his or
\nher Account Balance thereto, the calculation of additional amounts and the
\ncrediting or debiting of such amounts to a Participant153s Account Balance shall
\nnot be considered or construed in any manner as an actual investment of his or
\nher Account Balance in any such Measurement Fund. In the event that the
\nCompany<\/em> in its own discretion decides to invest funds in any or all of
\nthe investments on which the Measurement Funds are based, no Participant shall
\nhave any rights in or to such investments themselves. Without limiting the
\nforegoing, a Participant153s Account Balance shall at all times be a bookkeeping
\nentry only and shall not represent any investment made on his or her behalf by
\nthe Company; the Participant shall at all times remain an unsecured creditor of
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.10<\/p>\n<\/td>\n

\n

FICA and Other Taxes<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Annual Deferrals, Company Matching Amounts and
\nDiscretionary Company Contribution Amounts<\/u><\/strong>. For each Plan Year in
\nwhich an Annual Deferral Amount is being withheld from a Participant or the
\namount of any Company Matching Amount or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

Company Discretionary Contribution Amount credited to a
\nParticipant153s Company Contributions Account becomes vested, the Participant153s
\nEmployer(s) shall withhold from that portion of the Participant153s Base Salary,
\nBonus and\/or Commissions, that is not being deferred, in a manner determined by
\nthe Employer(s), the Participant153s share of FICA and other employment taxes on
\nsuch Annual Deferral Amount, Company Matching Amount and Discretionary Company
\nContribution Amount. If necessary, the Participant153s Annual Deferral Amount or
\nthe Participant153s Company Contributions Account, as applicable, may be reduced
\nto pay such taxes (and associated income tax withholdings) in accordance with
\nCode Section 409A.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Distributions<\/u><\/strong>. The Participant153s
\nEmployer(s) shall withhold from any payments made to a Participant under this
\nPlan (including payments, if any, made pursuant to Section 14.16) all federal,
\nstate and local income, employment and other taxes required to be withheld by
\nthe Employer(s) in connection with such payments, in amounts and in a manner to
\nbe determined in the sole discretion of the Employer(s).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Income Inclusion Under Code
\nSection 409A<\/u><\/strong>. In the event that any portion of a Participant153s
\nAccount is required to be included in income by the Participant prior to receipt
\nof any distribution under this Plan resulting from a violation of the
\nrequirements of Code Section 409A, the Participant153s Employer shall withhold
\nfrom such Participant all federal, state and local income, employment and other
\ntaxes required to be withheld by the Employer in connection with such income
\ninclusion in amounts and in a manner determined in the sole discretion of the
\nEmployer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 4 <\/u><\/strong><\/p>\n

Scheduled Distribution; Unforeseeable
\nEmergencies<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

4.1<\/p>\n<\/td>\n

\n

Scheduled Distribution<\/u><\/strong>. At the same
\ntime that a Participant makes each election to defer an Annual Deferral Amount,
\nthe Participant may elect to receive a Scheduled Distribution, in the form of a
\nlump sum payment, from the Plan with respect to all or a portion of the Annual
\nDeferral Amount. The Scheduled Distribution shall be a lump sum payment in an
\namount that is equal to the portion of the Annual Deferral Amount the
\nParticipant elected to have distributed as a Scheduled Distribution, plus
\namounts credited or debited in the manner provided in Section 3.9 above on that
\namount, calculated as of the close of business on or around the date on which
\nthe Scheduled Distribution becomes payable. Subject to the other terms and
\nconditions of this Plan, the Benefit Distribution Date for each Scheduled
\nDistribution elected shall be January 31 of the Plan Year designated by the
\nParticipant. The Plan Year designated by the Participant must be at least two
\n(2) Plan Years after the end of the Plan Year to which the Participant153s
\ndeferral election described in Section 3.3 relates, unless otherwise provided on
\nan Election Form approved by the Company in its sole discretion. By way of
\nexample, if a Scheduled Distribution is elected for Annual Deferral Amounts that
\nare earned in the Plan Year commencing January 1, 2009, the earliest Scheduled
\nDistribution Date that may be designated by a Participant would be January 31,
\n2012. In connection with any Company Matching Amount or Discretionary Company
\nContribution made with respect to any Plan Year, any election made by a
\nParticipant pursuant to this Section should also apply to these amounts.
\nNotwithstanding the foregoing sentence, the Company may establish other
\nprocedures, consistent with Code Section 409A, for<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

distribution elections pertaining to Company Matching Amounts
\nand Discretionary Company Contribution Amounts.<\/p>\n<\/p>\n\n\n\n
\n

4.2<\/p>\n<\/td>\n

\n

Postponing Scheduled Distributions<\/u><\/strong>. A
\nParticipant may elect to postpone a Scheduled Distribution described in Section
\n4.1 above, and have such amount paid out on an allowable alternative
\ndistribution date designated by the Participant in accordance with this Section
\n4.2. In order to make this election, the Participant must complete a new
\nScheduled Distribution Election Form in accordance with such rules and
\nprocedures as the Company may establish and in accordance with the following
\ncriteria:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Such Scheduled Distribution Election Form must be completed
\nat least twelve (12) months prior to the Participant153s previously designated
\nScheduled Distribution Date;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The new Scheduled Distribution Date selected by the
\nParticipant must be at least five years after the previously designated
\nScheduled Distribution Date; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The election of the new Scheduled Distribution Date shall
\nhave no effect until at least twelve (12) months after the date on which the
\nelection is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.3<\/p>\n<\/td>\n

\n

Other Benefits Take Precedence Over Scheduled
\nDistributions<\/u><\/strong>. Should a Benefit Distribution Date occur that
\ntriggers a benefit under Articles 5, 6 or 7, any amount that is subject to a
\nScheduled Distribution election under Section 4.1 shall not be paid in
\naccordance with Section 4.1, but shall be paid in accordance with the other
\napplicable Article. Notwithstanding the foregoing, this Section 4.3 shall be
\ninterpreted in a manner that is consistent with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.4<\/p>\n<\/td>\n

\n

Scheduled Distributions and Former
\nScientific-Atlanta Participants<\/u><\/strong>. Notwithstanding the foregoing, the
\ntime and form of payment of a scheduled distribution to a Participant in the SA
\nPost-2004 Plan and\/or SA Grandfathered Plan shall be determined in accordance
\nwith Supplements A and B, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.5<\/p>\n<\/td>\n

\n

Unforeseeable Emergencies<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

If the Participant experiences an Unforeseeable Emergency,
\nthe Participant may petition the Company to receive a partial or full payout
\nfrom the Plan, subject to the provisions set forth below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The payout, if any, from the Plan shall not exceed the lesser
\nof (i) the Participant153s vested Account Balance, calculated as of the close of
\nbusiness on or around the date on which the amount becomes payable, or (ii) the
\namount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary
\nto pay Federal, state, or local income taxes or penalties reasonably anticipated
\nas a result of the distribution. Notwithstanding the foregoing, a Participant
\nmay not receive a payout from the Plan to the extent that the Unforeseeable
\nEmergency would not be consistent with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If a Participant153s petition for payout from the Plan is
\napproved, the Participant153s Benefit Distribution Date shall occur within thirty
\n(30) days after the beginning of the calendar quarter following the date of such
\napproval (or at such later time permitted under Code<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

Section 409A) and the Participant153s deferrals under the Plan
\nshall be terminated as of the date of such approval.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In addition, a Participant153s deferral elections under this
\nPlan shall be terminated to the extent the Company determines, in its sole
\ndiscretion, that termination of such Participant153s deferral elections is
\nrequired pursuant to Treas. Reg. \u00a71.401(k)-1(d)(3) for the Participant to obtain
\na hardship distribution from an Employer153s 401(k) Plan. If the Company
\ndetermines, in its sole discretion, that a termination of the Participant153s
\ndeferrals is required in accordance with the preceding sentence, the
\nParticipant153s deferrals shall be terminated following the date on which such
\ndetermination is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 5 <\/strong><\/p>\n

Termination Benefit <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

5.1<\/p>\n<\/td>\n

\n

Termination Benefit<\/u><\/strong>. A Participant
\nwho incurs a Termination of Employment shall receive, as a Termination Benefit
\nof his or her entire vested Account Balance calculated as of the close of
\nbusiness on or around the Participant153s Benefit Distribution Date(s), in
\naccordance with the provisions set forth in Section 5.2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

5.2<\/p>\n<\/td>\n

\n

Payment of Termination Benefit<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

At the same time that a Participant makes each election to
\ndefer an Annual Deferral Amount, the Participant may elect to receive the
\nTermination Benefit in a lump sum or pursuant to an Installment Method of up to
\nten (10) years. Participant shall elect a Benefit Distribution Date consistent
\nwith Section 5.2(b). In connection with any Company Matching Amount or
\nDiscretionary Company Contribution made with respect to any Plan Year, any
\nelection made by a Participant pursuant to this Section 5.2 shall also apply to
\nthese amounts. Notwithstanding the foregoing sentence, the Company may establish
\nother procedures, consistent with Code Section 409A, for distribution elections
\npertaining to Company Matching Amounts and Discretionary Company Contribution
\nAmounts. If a Participant does not make any election with respect to the payment
\nof the Termination Benefit, then such Participant shall be deemed to have
\nelected to receive the Termination Benefit in a lump sum on the Benefit
\nDistribution Date described in Section 5.2(b)(i).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The following Benefit Distribution Dates may be selected by a
\nParticipant at the time he or she makes the Participant153s election described in
\nSection 5.2(a):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Within thirty (30) days after the beginning of the first
\ncalendar quarter that is at least six (6) months after the Participant153s
\nTermination of Employment;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Within thirty (30) days after the beginning of the first
\ncalendar year that is at least six (6) months after the Participant153s
\nTermination of Employment; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

Within thirty (30) days after the beginning of any calendar
\nquarter elected by the Participant which is between six (6) months from the
\nParticipant153s Termination of Employment and five (5) years from such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

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

(d)<\/p>\n<\/td>\n

\n

Notwithstanding anything in this Section 5.2 to the contrary,
\nif the Participant153s vested Account Balance on the date of his or her
\nTermination of Employment is less than $100,000, then the distribution elections
\ndescribed in Sections 5.2(a) through 5.2(c) above shall be disregarded and the
\nParticipant153s entire vested Account Balance shall be paid in a lump sum
\ndistribution on the Benefit Distribution Date described in Section 5.2(b)(i),
\nabove.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

5.3<\/p>\n<\/td>\n

\n

Payment of Termination Benefit to Former
\nScientific-Atlanta Participants<\/u><\/strong>. Notwithstanding the foregoing, the
\ntime and form of payment of the termination benefit to a Participant in the SA
\nPost-2004 Plan and\/or SA Grandfathered Plan shall be determined in accordance
\nwith Supplements A and B, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 6 <\/strong><\/p>\n

Disability Benefit <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

6.1<\/p>\n<\/td>\n

\n

Disability Benefit<\/u><\/strong>. Upon a
\nParticipant153s Disability, the Participant shall receive a Disability Benefit
\nwhich shall be equal to the Participant153s entire vested Account Balance,
\ncalculated as of the Participant153s Benefit Distribution Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

6.2<\/p>\n<\/td>\n

\n

Payment of Disability Benefit<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A Participant, in connection with his or her commencement of
\nparticipation in the Plan (or more frequently as the Company may prescribe),
\nshall elect on an Election Form to receive the Disability Benefit in a lump sum
\nor pursuant to an Installment Method of up to ten (10) years in accordance with
\nsuch rules and procedures as the Company may establish. If a Participant does
\nnot make any election with respect to the payment of the Disability Benefit,
\nthen such Participant shall be deemed to have elected to receive the Disability
\nBenefit in a lump sum. For this purpose, a Participant153s Benefit Distribution
\nDate shall be within thirty (30) days, after the beginning of the calendar
\nquarter following the Participant153s Disability.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Participant may change the form of payment of the
\nDisability Benefit by completing an Election Form in accordance with such rules
\nand procedures established by the Company provided that the election to modify
\nthe Disability Benefit shall have no effect until at least twelve (12) months
\nafter the date on which the election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n\n

All provisions relating to changing the Disability Benefit
\nelection under this Section 6.2 shall be interpreted in a manner that is
\nconsistent with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The lump sum payment shall be made, or installment payments
\nshall commence on the Participant153s Benefit Distribution Date (or such later
\ntime permitted under Code Section 409A).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Notwithstanding anything in this Article to the contrary, if
\na Participant153s vested Account Balance is less than $100,000 on the date the
\nParticipant is determined to be Disabled, then the Participant shall receive
\npayment of his or her entire vested Account Balance within thirty (30) days
\nafter the beginning of the calendar quarter following the Participant153s
\nDisability.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

6.3<\/p>\n<\/td>\n

\n

Payment of Disability Benefit to Former
\nScientific-Atlanta Participants<\/u><\/strong>. Notwithstanding the foregoing, the
\ntime and form of payment of the disability benefit to a Participant in the SA
\nPost-2004 Plan and\/or SA Grandfathered Plan shall be determined in accordance
\nwith Supplements A and B, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 7 <\/strong><\/p>\n

Death Benefit <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

7.1<\/p>\n<\/td>\n

\n

Death Benefit<\/u><\/strong>. The Participant153s
\nBeneficiary(ies) shall receive a Death Benefit upon the Participant153s death
\nwhich will be equal to the Participant153s entire vested Account Balance,
\ncalculated as of the close of business as of the Participant153s Benefit
\nDistribution Date, which, for this purpose, shall be within thirty (30) days
\nfollowing the beginning of the second calendar quarter following the
\nParticipant153s death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

7.2<\/p>\n<\/td>\n

\n

Payment of Death Benefit<\/u><\/strong>. The Death
\nBenefit shall be paid to the Participant153s Beneficiary(ies) in a lump sum
\npayment on the Participant153s Benefit Distribution Date (or such later time
\npermitted under Code Section 409A).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

7.3<\/p>\n<\/td>\n

\n

Payment of Death Benefit to Former
\nScientific-Atlanta Participants<\/u><\/strong>. Notwithstanding the foregoing, the
\ntime and form of payment of the death benefit to a Participant in the SA
\nPost-2004 Plan and\/or SA Grandfathered Plan shall be determined in accordance
\nwith Supplements A and B, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 8 <\/u><\/strong><\/p>\n

Beneficiary Designation<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

8.1<\/p>\n<\/td>\n

\n

Beneficiary<\/u><\/strong>. Each Participant shall
\nhave the right, at any time, to designate his or her Beneficiary(ies) (both
\nprimary as well as contingent) to receive any benefits payable under the Plan to
\na beneficiary upon the death of a Participant under such rules as shall be
\nestablished by the Company. The Beneficiary designated under this Plan may be
\nthe same as or different from the Beneficiary designation under any other plan
\nof an Employer in which the Participant participates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.2<\/p>\n<\/td>\n

\n

Beneficiary Designation; Change; Spousal
\nConsent<\/u><\/strong>. A Participant shall designate his or her Beneficiary by
\ncompleting the Beneficiary Designation Form, and returning it to the Company or
\nits designated agent in accordance with such rules and procedures established by
\nthe Company. A Participant shall have the right to change a Beneficiary by
\ncompleting and otherwise<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

complying with the terms of the Beneficiary Designation Form
\nand the Company153s rules and procedures, as in effect from time to time. If the
\nParticipant names someone other than his or her spouse as a Beneficiary, the
\nCompany may, in its sole discretion, determine that spousal consent is required
\nto be provided in a form designated by the Company, executed by such
\nParticipant153s spouse and returned to the Company or its designated agent. Upon
\nthe proper completion of a new Beneficiary Designation Form, all Beneficiary
\ndesignations previously filed shall be canceled and the Company shall be
\nentitled to rely on the last Beneficiary Designation Form completed by the
\nParticipant in accordance with the applicable rules and procedures adopted with
\nrespect to the filing of such forms prior to his or her death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.3<\/p>\n<\/td>\n

\n

Acknowledgment<\/u><\/strong>. No designation or
\nchange in designation of a Beneficiary shall be effective until completed and
\nsubmitted in accordance with the rules and procedures established by the Company
\nfor this purpose.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.4<\/p>\n<\/td>\n

\n

No Beneficiary Designation<\/u><\/strong>. If a
\nParticipant fails to designate a Beneficiary as provided in Sections 8.1, 8.2
\nand 8.3 above or, if all designated Beneficiaries predecease the Participant or
\ndie prior to complete distribution of the Participant153s benefits, then the
\nParticipant153s designated Beneficiary shall be deemed to be his or her surviving
\nspouse. If the Participant has no surviving spouse, the benefits remaining under
\nthe Plan to be paid to a Beneficiary shall be payable to the executor or
\npersonal representative of the Participant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.5<\/p>\n<\/td>\n

\n

Doubt as to Beneficiary<\/u><\/strong>. If there is
\nany doubt as to the proper Beneficiary to receive payments pursuant to this
\nPlan, the Committee shall have the right, exercisable in its discretion, to
\ncause the Participant153s Employer to withhold such payments until this matter is
\nresolved to the Committee153s satisfaction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.6<\/p>\n<\/td>\n

\n

Discharge of Obligations<\/u><\/strong>. The payment
\nof benefits under the Plan to a Beneficiary shall fully and completely discharge
\nall Employers and the Company from all further obligations under this Plan with
\nrespect to the Participant, and that Participant153s Plan Agreement shall
\nterminate upon such full payment of benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 9 <\/strong><\/p>\n

Leave of Absence<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

9.1<\/p>\n<\/td>\n

\n

Paid Leave of Absence<\/u><\/strong>. If a
\nParticipant is authorized by the Participant153s Employer to take a paid leave of
\nabsence from the employment of the Employer, and such leave of absence does not
\nconstitute a separation from service in accordance with Code Section 409A,
\n(i) the Participant shall continue to be considered eligible for the benefits
\nprovided in Articles 4, 5, 6 or 7 in accordance with the provisions of those
\nArticles, and (ii) the Annual Deferral Amount shall continue to be withheld from
\nhis or her Base Salary, Bonuses and Commissions during such paid leave of
\nabsence in accordance with Section 3.3.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

9.2<\/p>\n<\/td>\n

\n

Unpaid Leave of Absence<\/u><\/strong>. If a
\nParticipant is authorized by the Participant153s Employer to take an unpaid leave
\nof absence from the employment of the Employer for any reason, and such leave of
\nabsence does not constitute a separation from service in accordance with Code
\nSection 409A, such Participant shall continue to be eligible for the benefits
\nprovided in Articles 4, 5, 6 or 7 in accordance with the provisions of those
\nArticles. The Participant shall continue his or her deferrals with respect to
\namounts earned prior to the commencement of the unpaid leave of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

absence. When the Participant returns to employment, the
\nParticipant153s deferrals with respect to amounts earned after his or her return
\nto active employment shall continue in accordance with the applicable
\nelection(s) submitted for that Plan Year. In addition, Participants who are on
\nan unpaid leave may elect to defer an Annual Deferral Amount for the Plan Year
\nfollowing his or her return to employment and for every Plan Year thereafter
\nwhile a Participant in the Plan, provided such deferral elections are otherwise
\nallowed and an Election Form is completed in accordance with the rules and
\nprocedures established for each such election in accordance with Article 3
\nabove.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

9.3<\/p>\n<\/td>\n

\n

Leaves Resulting in Separation From
\nService<\/u><\/strong>. In the event that a Participant153s leave of absence from
\nhis or her Employer constitutes a separation from service in accordance with
\nCode Section 409A, the Participant153s vested Account Balance shall be distributed
\nto the Participant in accordance with Article 5 or 6 of this Plan, as
\napplicable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 10 <\/u><\/strong><\/p>\n

Termination of Plan, Amendment or Modification<\/u>
\n<\/strong><\/p>\n<\/p>\n\n\n\n
\n

10.1<\/p>\n<\/td>\n

\n

Termination of Plan<\/u><\/strong>. Although each
\nEmployer anticipates that it will continue the Plan for an indefinite period of
\ntime, there is no guarantee that any Employer will continue the Plan or will not
\nterminate its participation in the Plan at any time in the future. Accordingly,
\neach Employer reserves the right to terminate its participation in the Plan. In
\naddition, the Committee retains the right to terminate the Plan at any time. In
\nthe event of the termination of an Employer153s participation in the Plan (or the
\nCommittee153s termination of the Plan as a whole), the termination shall occur in
\na manner consistent with the requirements of Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

10.2<\/p>\n<\/td>\n

\n

Amendment<\/u><\/strong>. The Committee may, at any
\ntime, amend or modify the Plan in whole or in part.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

10.3<\/p>\n<\/td>\n

\n

Effect of Payment<\/u><\/strong>. The full payment
\nof the Participant153s vested Account Balance under the Plan shall fully and
\ncompletely discharge all Employers and the Company from all further obligations
\nunder this Plan with respect to the Participant and his or her Beneficiaries,
\nand that Participant153s Plan Agreement shall terminate upon such full payment of
\nbenefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 11 <\/strong><\/p>\n

Administration<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

11.1<\/p>\n<\/td>\n

\n

Duties<\/u><\/strong>. The 401(k) Administration
\nCommittee and the Committee, as applicable, shall have the discretion and
\nauthority to (i) make, amend, interpret, and enforce all appropriate rules and
\nregulations for the administration of this Plan, and (ii) decide or resolve any
\nand all questions, including benefit entitlement determinations (including but
\nnot limited to the 401(k) Administrative Committee153s authority to determine
\nwhether a Participant qualifies for a distribution on account of Disability or
\nan Unforeseeable Emergency) and interpretations of this Plan, as may arise in
\nconnection with the Plan. When making a determination or calculation, the 401(k)
\nAdministration Committee and the Committee shall be entitled to rely on
\ninformation furnished by a Participant or the Company. The 401(k) Administration
\nCommittee and the Committee may delegate some or all of its powers and authority
\nunder this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

11.2<\/p>\n<\/td>\n

\n

Agents<\/u><\/strong>. In the administration of this
\nPlan, the 401(k) Administration Committee and the Committee may, from time to
\ntime, employ agents and delegate to them such administrative duties as it sees
\nfit (including acting through a duly appointed representative) and may from time
\nto time consult with counsel.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

11.3<\/p>\n<\/td>\n

\n

Binding Effect of Decisions<\/u><\/strong>. The
\ndecision or action of the 401(k) Administration Committee and the Committee with
\nrespect to any question arising out of or in connection with the administration,
\ninterpretation and application of the Plan and the rules and regulations
\npromulgated hereunder shall be final and conclusive and binding upon all persons
\nhaving any interest in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

11.4<\/p>\n<\/td>\n

\n

Indemnity of Committee<\/u><\/strong>. To the
\nmaximum extent permitted by applicable law, each member of the 401(k)
\nAdministration Committee, the Committee, and the Board, shall be indemnified and
\nheld harmless by the Company against and from (i) any loss, cost, liability, or
\nexpense that may be imposed upon or reasonably incurred by him or her in
\nconnection with or resulting from any claim, action, suit, or proceeding to
\nwhich he or she may be a party or in which he or she may be involved by reason
\nof any action taken or failure to act under the Plan, and (ii) from any and all
\namounts paid by him or her in settlement thereof, with the Company153s approval,
\nor paid by him or her in satisfaction of any judgment in any such claim, action,
\nsuit, or proceeding against him or her, provided he or she shall give the
\nCompany an opportunity, at its own expense, to handle and defend the same before
\nhe or she undertakes to handle and defend it on his or her own behalf. The
\nforegoing right of indemnification shall not be exclusive of any other rights of
\nindemnification to which such persons may be entitled under the Company153s
\nArticles of Incorporation or Bylaws, by contract, as a matter of law, or
\notherwise, or under any power that the Company may have to indemnify them or
\nhold them harmless.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

11.5<\/p>\n<\/td>\n

\n

Employer Information<\/u><\/strong>. To enable the
\n401(k) Administration Committee and the Committee to perform their functions,
\nthe Company and each Employer shall supply full and timely information on all
\nmatters relating to the Plan, the Participants and their Beneficiaries, the
\nAccount Balances of the Participants, the compensation of its Participants, the
\ndate and circumstances of the Disability, death or Termination of Employment of
\nits Participants, and such other pertinent information as may be reasonably
\nrequired.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 12 <\/strong><\/p>\n

Other Benefits and Agreements<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

12.1<\/p>\n<\/td>\n

\n

Coordination with Other Benefits<\/u><\/strong>. The
\nbenefits provided for a Participant and Participant153s Beneficiary under the Plan
\nare in addition to any other benefits available to such Participant under any
\nother plan or program for employees of the Participant153s Employer. The Plan
\nshall supplement and shall not supersede, modify or amend any other such plan or
\nprogram except as may otherwise be expressly provided.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 13 <\/strong><\/p>\n

Claims Procedures<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
\n

13.1<\/p>\n<\/td>\n

\n

Presentation of Claim<\/u><\/strong>. Any
\nParticipant or Beneficiary of a deceased Participant (such Participant or
\nBeneficiary being referred to below as a “Claimant”) may deliver to the Company
\na<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

written claim for a determination with respect to the amounts
\ndistributable to such Claimant from the Plan. All other claims must be made
\nwithin one hundred eighty (180) days of the date on which the event that caused
\nthe claim to arise occurred. The claim must state with particularity the
\ndetermination desired by the Claimant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

13.2<\/p>\n<\/td>\n

\n

Notification of Decision<\/u><\/strong>. The Company
\nshall consider a Claimant153s claim within a reasonable time, but no later than
\nninety (90) days after receiving the claim. If the Committee determines that
\nspecial circumstances require an extension of time for processing the claim,
\nwritten notice of the extension shall be furnished to the Claimant prior to the
\ntermination of the initial ninety (90) day period. In no event shall such
\nextension exceed a period of ninety (90) days from the end of the initial
\nperiod. The extension notice shall indicate the special circumstances requiring
\nan extension of time and the date by which the Company expects to render the
\nbenefit determination. The Company shall notify the Claimant in writing:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

that the Claimant153s requested determination has been made,
\nand that the claim has been allowed in full; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

that the Company has reached a conclusion contrary, in whole
\nor in part, to the Claimant153s requested determination, and such notice must set
\nforth in a manner calculated to be understood by the Claimant:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the specific reason(s) for the denial of the claim, or any
\npart of it;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

specific reference(s) to pertinent provisions of the Plan
\nupon which such denial was based;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

a description of any additional material or information
\nnecessary for the Claimant to perfect the claim, and an explanation of why such
\nmaterial or information is necessary;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

an explanation of the claim review procedure set forth in
\nSection 13.3 below; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

a statement of the Claimant153s right to bring a civil action
\nunder ERISA Section 502(a) following an adverse benefit determination on review.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

13.3<\/p>\n<\/td>\n

\n

Review of a Denied Claim<\/u><\/strong>. On or
\nbefore sixty (60) days after receiving a notice from the Company that a claim
\nhas been denied, in whole or in part, a Claimant (or the Claimant153s duly
\nauthorized representative) may file with the Committee a written request for a
\nreview of the denial of the claim. The Claimant (or the Claimant153s duly
\nauthorized representative):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

may, upon request and free of charge, have reasonable access
\nto, and copies of, all documents, records and other information relevant (as
\ndefined in applicable ERISA regulations) to the claim for benefits;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

may submit written comments or other documents; and\/or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

may request a hearing, which the Company, in its sole
\ndiscretion, may grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

13.4<\/p>\n<\/td>\n

\n

Decision on Review<\/u><\/strong>. The Company shall
\nrender its decision on review promptly, and no later than sixty (60) days after
\nthe Company receives the Claimant153s written request for a review of the denial
\nof the claim. If the Company determines that special circumstances require an
\nextension of time for processing the claim, written notice of the extension
\nshall be furnished to the Claimant prior to the termination of the initial sixty
\n(60) day period. In no event shall such extension exceed a period of sixty
\n(60) days from the end of the initial period. The extension notice shall
\nindicate the special circumstances requiring an extension of time and the date
\nby which the Company expects to render the benefit determination. In rendering
\nits decision, the Company shall take into account all comments, documents,
\nrecords and other information submitted by the Claimant relating to the claim,
\nwithout regard to whether such information was submitted or considered in the
\ninitial benefit determination. The decision must be written in a manner
\ncalculated to be understood by the Claimant, and it must contain:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

specific reasons for the decision;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

specific reference(s) to the pertinent Plan provisions upon
\nwhich the decision was based;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

a statement that the Claimant is entitled to receive, upon
\nrequest and free of charge, reasonable access to and copies of, all documents,
\nrecords and other information relevant (as defined in applicable ERISA
\nregulations) to the Claimant153s claim for benefits; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

a statement of the Claimant153s right to bring a civil action
\nunder ERISA Section 502(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

13.5<\/p>\n<\/td>\n

\n

Legal Action<\/u><\/strong>. A Claimant153s compliance
\nwith the foregoing provisions of this Article 13 is a mandatory prerequisite to
\na Claimant153s right to commence any legal action with respect to any claim for
\nbenefits under this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 14 <\/strong><\/p>\n

Miscellaneous <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

14.1<\/p>\n<\/td>\n

\n

Status of Plan<\/u><\/strong>. The Plan is intended
\nto be a plan that is not qualified within the meaning of Code Section 401(a) and
\nthat “is unfunded and is maintained by an employer primarily for the purpose of
\nproviding deferred compensation for a select group of management or highly
\ncompensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3)
\nand 401(a)(1). The Plan shall be administered and interpreted (i) in a manner
\nconsistent with that intent, and (ii) in accordance with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.2<\/p>\n<\/td>\n

\n

Unsecured General Creditor<\/u><\/strong>.
\nParticipants and their Beneficiaries, heirs, successors and assigns shall have
\nno legal or equitable rights, interests or claims in any property or assets of
\nan Employer. For purposes of the payment of benefits under this Plan, any and
\nall of an Employer153s assets shall be, and remain, the general, unpledged
\nunrestricted assets of the Employer. An Employer153s obligation under the Plan
\nshall be merely that of an unfunded and unsecured promise to pay money in the
\nfuture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.3<\/p>\n<\/td>\n

\n

Employer153s Liability<\/u><\/strong>. An Employer153s
\nliability for the payment of benefits shall be defined only by the Plan and the
\nPlan Agreement, as entered into between the Employer and a Participant. An
\nEmployer shall have no obligation to a Participant under the Plan except as
\nexpressly provided in the Plan and his or her Plan Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

14.4<\/p>\n<\/td>\n

\n

Nonassignability<\/u><\/strong>. Neither a
\nParticipant nor any other person shall have any right to commute, sell, assign,
\ntransfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
\nhypothecate, alienate or convey in advance of actual receipt, the amounts, if
\nany, payable hereunder, or any part thereof, which are, and all rights to which
\nare expressly declared to be, unassignable and non-transferable. No part of the
\namounts payable shall, prior to actual payment, be subject to seizure,
\nattachment, garnishment or sequestration for the payment of any debts,
\njudgments, alimony or separate maintenance owed by a Participant or any other
\nperson, be transferable by operation of law in the event of a Participant153s or
\nany other person153s bankruptcy or insolvency or be transferable to a spouse as a
\nresult of a property settlement or otherwise. Notwithstanding anything in this
\nPlan to the contrary, the Company may establish procedures for the payment of
\nall or a portion of a Participant153s Account balance pursuant to a domestic
\nrelations order which would otherwise qualify a “qualified domestic relations
\norder” under Code Section 414(p) if this Plan were qualified under Code
\nSection 401(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.5<\/p>\n<\/td>\n

\n

Not a Contract of Employment<\/u><\/strong>. The
\nterms and conditions of this Plan shall not be deemed to constitute a contract
\nof employment between any Employer and the Participant. Such employment is
\nhereby acknowledged to be “at-will”, meaning that it is not for any specified
\nperiod of time and can be terminated by the Participant or his or her Employer
\nat any time, with or without advance notice, and for any or no particular reason
\nor cause. Nothing in this Plan shall be deemed to give a Participant the right
\nto be retained in the service of any Employer or to interfere with the right of
\nany Employer to discipline or discharge the Participant at any time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.6<\/p>\n<\/td>\n

\n

Furnishing Information<\/u><\/strong>. A Participant
\nor his or her Beneficiary will cooperate with the Company, Employer and\/or
\nCommittee (as applicable) by furnishing any and all information requested, and
\ntake such other actions as may be requested, in order to facilitate the
\nadministration of the Plan and the payments of benefits hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.7<\/p>\n<\/td>\n

\n

Terms<\/u><\/strong>. Whenever any words are used
\nherein in the masculine, they shall be construed as though they were in the
\nfeminine in all cases where they would so apply; and whenever any words are used
\nherein in the singular or in the plural, they shall be construed as though they
\nwere used in the plural or the singular, as the case may be, in all cases where
\nthey would so apply.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.8<\/p>\n<\/td>\n

\n

Captions<\/u><\/strong>. The captions of the
\narticles, sections and paragraphs of this Plan are for convenience only and
\nshall not control or affect the meaning or construction of any of its
\nprovisions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.9<\/p>\n<\/td>\n

\n

Governing Law<\/u><\/strong>. Subject to ERISA, the
\nprovisions of this Plan shall be construed and interpreted according to the
\ninternal laws of the State of California without regard to its conflicts of laws
\nprinciples.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.10<\/p>\n<\/td>\n

\n

Notice<\/u><\/strong>. Any notice or filing required
\nor permitted under this Plan shall be sufficient if in writing and
\nhand-delivered, or sent by registered or certified mail or overnight delivery
\nservice, to the address below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Cisco Systems, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attn:<\/p>\n<\/td>\n

<\/td>\n\n

Cisco Systems, Inc. 2009 Deferred Compensation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Plan Administrator<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

170 West Tasman Drive<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

San Jose, CA 95134<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

Such notice shall be deemed given as of the date of delivery
\nor, if delivery is made by mail, or overnight delivery service as of the date
\nshown on the postmark on the receipt for registration or certification.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

Any notice or filing required or permitted to be given to a
\nParticipant under this Plan shall be sufficient if in writing and
\nhand-delivered, or sent by mail or overnight delivery service, to the last known
\naddress of the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.11<\/p>\n<\/td>\n

\n

Successors<\/u><\/strong>. The provisions of this
\nPlan shall bind and inure to the benefit of the Participant153s Employer and its
\nsuccessors and assigns and the Participant and the Participant153s designated
\nBeneficiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.12<\/p>\n<\/td>\n

\n

Spouse153s Interest<\/u><\/strong>. The interest in
\nthe benefits hereunder of a spouse of a Participant who has predeceased the
\nParticipant shall automatically pass to the Participant and shall not be
\ntransferable by such spouse in any manner, including but not limited to such
\nspouse153s will, nor shall such interest pass under the laws of intestate
\nsuccession.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.13<\/p>\n<\/td>\n

\n

Validity<\/u><\/strong>. In case any provision of
\nthis Plan shall be illegal or invalid for any reason, said illegality or
\ninvalidity shall not affect the remaining parts hereof, but this Plan shall be
\nconstrued and enforced as if such illegal or invalid provision had never been
\ninserted herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.14<\/p>\n<\/td>\n

\n

Incompetent<\/u><\/strong>. If the Company
\ndetermines in its discretion that a benefit under this Plan is to be paid to a
\nminor, a person declared incompetent or to a person incapable of handling the
\ndisposition of that person153s property, the Committee may direct payment of such
\nbenefit to the guardian, legal representative or person having the care and
\ncustody of such minor, incompetent or incapable person. The Company may require
\nproof of minority, incompetence, incapacity or guardianship, as it may deem
\nappropriate prior to distribution of the benefit. Any payment of a benefit shall
\nbe a payment for the account of the Participant and the Participant153s
\nBeneficiary, as the case may be, and shall be a complete discharge of any
\nliability under the Plan for such payment amount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.15<\/p>\n<\/td>\n

\n

Court Order<\/u><\/strong>. The Company is
\nauthorized to comply with any court order in any action in which the Plan or the
\nCompany has been named as a party, including any action involving a
\ndetermination of the rights or interests in a Participant153s benefits under the
\nPlan as set forth in such procedures as the Company may establish pursuant to
\nSection 14.4. Notwithstanding the foregoing, the Company shall interpret this
\nprovision in a manner that is consistent with Code Section 409A and other
\napplicable tax law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.16<\/p>\n<\/td>\n

\n

Distribution in the Event of Income Inclusion
\nunder Code Section 409A<\/u><\/strong>. If any portion of a Participant153s Account
\nBalance under this Plan is required to be included in income by the Participant
\nprior to receipt due to a violation of the requirements of Code Section 409A,
\nthe Participant may petition the Company, as applicable, for a distribution of
\nthat portion of his or her Account Balance that is required to be included in
\nhis or her income. Upon the grant of such a petition, which grant shall not be
\nunreasonably withheld, the Participant153s Employer shall distribute to the
\nParticipant immediately available funds in an amount equal to the portion of his
\nor her Account Balance required to be included in income as a result of the
\nfailure of the Plan to meet the requirements of Code Section 409A, which amount
\nshall not exceed the Participant153s<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

unpaid vested Account Balance under the Plan. Such a
\ndistribution shall affect and reduce the Participant153s benefits to be paid under
\nthis Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

14.17<\/p>\n<\/td>\n

\n

Deduction Limitation on Benefit
\nPayments<\/u><\/strong>. If an Employer reasonably anticipates that the Employer153s
\ndeduction with respect to any distribution from this Plan would be limited or
\neliminated by application of Code Section 162(m), then to the extent deemed
\nnecessary by the Employer to ensure that the entire amount of any distribution
\nfrom this Plan is deductible, the Employer may delay payment of any amount that
\nwould otherwise be distributed from this Plan. Any amounts for which
\ndistribution is delayed pursuant to this Section 14.17 shall continue to be
\ncredited\/debited with additional amounts in accordance with Section 3.9 above.
\nThe delayed amounts (and any amounts credited thereon) shall be distributed to
\nthe Participant (or his or her Beneficiary in the event of the Participant153s
\ndeath) at the earliest date the Employer reasonably anticipates that the
\ndeduction of the payment of the amount will not be limited or eliminated by
\napplication of Code Section 162(m).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF, the Company has adopted this Plan
\ndocument effective as of January 1, 2009 and amended and restated March 12, 2009
\nand June 26, 2009.<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

SUPPLEMENT A TO<\/u> <\/strong><\/p>\n

CISCO SYSTEMS, INC.<\/u> <\/strong><\/p>\n

2009 DEFERRED COMPENSATION PLAN<\/u> <\/strong><\/p>\n

(Effective January 1, 2009)<\/p>\n

Special provisions applicable to participants of the
\nScientific-Atlanta 2005 Executive Deferred Compensation Plan, as amended and
\nrestated effective January 1, 2008 (the “SA Post-2004 Plan”), with amounts
\ndeferred between January 1, 2005 and December 31, 2008.<\/p>\n<\/p>\n

SUPPLEMENT A TO CISCO SYSTEMS, INC. <\/strong><\/p>\n

2009 DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

Effective January 1, 2009<\/p>\n

Purpose <\/u><\/strong><\/p>\n

The SA Post-2004 Plan merged with the Cisco Systems, Inc.
\nDeferred Compensation Plan, effective January 1, 2009 (collectively the “Plan”).
\nExcept as otherwise specifically provided in this Supplement A, the rights and
\nobligations of participants of the SA Post-2004 Plan, with amounts deferred
\nbetween January 1, 2005 and December 31, 2008 (the “SA Post-2004 Plan
\nParticipants”), will be determined in accordance with the Plan. This Supplement
\nA is a part of the Plan and shall be administered in accordance with the
\nprovisions thereof.<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

ARTICLE-1 <\/strong><\/p>\n

Definitions <\/u><\/strong><\/p>\n

For purposes of this Supplement A, the following special
\ndefinitions shall apply. Section numbers shall refer exclusively to this
\nSupplement A absent a specific statement to the contrary:<\/p>\n<\/p>\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

\n

“Deferral Account<\/strong>” shall mean an account
\nmaintained by the Employer for each deferral election made by a SA Post-2004
\nPlan Participant under the SA Post-2004 Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.2<\/p>\n<\/td>\n

\n

“Deferred Benefit Commencement Date<\/strong>” shall
\nmean the date designated by a SA Post-2004 Plan Participant with respect to each
\ndeferral election as the date on which the payment of the Deferred Benefits that
\naccumulate as a result of such election are to begin.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.3<\/p>\n<\/td>\n

\n

“Deferred Benefits<\/strong>” shall mean the amounts
\npayable pursuant to the SA Post-2004 Plan to a SA Post-2004 Plan Participant, or
\nto his or her Beneficiary or estate, following the SA Post-2004 Plan
\nParticipant153s Separation from Service, the Deferred Benefit Commencement Date,
\nDisability, or death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.4<\/p>\n<\/td>\n

\n

“Employer<\/strong>” shall mean Scientific-Atlanta,
\nInc. or any of its majority owned subsidiaries and their successors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.5<\/p>\n<\/td>\n

\n

“Separation from Service<\/strong>” shall have the
\nmeaning provided under Section 409A of the Internal Revenue Code, as amended,
\nand the regulations promulgated thereunder (“Section 409A”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE-2 <\/strong><\/p>\n

Deferred Benefit Commencement Date <\/u><\/strong>\n<\/p>\n<\/p>\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

\n

Deferred Benefit Commencement Date<\/u><\/strong>.
\nExcept as otherwise provided in this Article and in Article 3 hereof, payment of
\nthe Deferred Benefits shall commence on one of the following permissible
\nDeferred Benefit Commencement Dates, as elected by the SA Post-2004 Plan
\nParticipant pursuant to the terms of the SA Post-2004 Plan: (i) a set date which
\nis no earlier than July 1 following the end of the Plan Year in which the
\nelection amount is deferred; (ii) the SA Post-2004 Plan Participant153s Separation
\nfrom Service date, or (iii) a date which is either the fifth (5th) or tenth
\n(10th) anniversary of the SA Post-2004 Plan Participant153s Separation from
\nService. The term “Retirement” used as a designation on any Election Form for a
\nDeferred Benefit Commencement Date shall mean the SA Post-2004 Plan
\nParticipant153s Separation from Service date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

\n

Method of Payment<\/u><\/strong>. Except as
\notherwise provided in Article 3 hereof, payment of the Deferred Benefits shall
\nbe in the form of cash, pursuant to one of the following methods, as elected by
\nthe SA Post-2004 Plan Participant:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A single lump sum payment of the entire balance of the
\nrespective Deferral Account, determined as of the Deferred Benefit Commencement
\nDate and payable within sixty (60) days; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Annual, semi-annual or quarterly installments payable over a
\nfive (5), ten (10) or fifteen (15) year period, and commencing on the respective
\nDeferred Benefit Commencement Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the SA Post-2004 Plan Participant has elected to receive
\nsuch Deferred Benefits in installments, the amount payable in the first year of
\nsuch installments shall be an amount that will fully amortize the balance in the
\nSA Post-2004 Plan Participant153s Deferral Account determined as of the Deferred
\nBenefit Commencement Date over the five (5), ten (10), or fifteen (15) year
\nperiod. Thereafter, the amount payable in each succeeding year shall be adjusted
\nto an amount that will fully amortize the remaining balance in such Deferral
\nAccount over the remaining years in the aforesaid five (5), ten (10), or fifteen
\n(15) year installment period.<\/p>\n<\/p>\n\n\n\n
\n

2.3<\/p>\n<\/td>\n

\n

Postponing Distribution<\/u><\/strong>. If the
\nDeferred Benefit Commencement Date selected by the SA Post-2004 Plan Participant
\nis a set date which is no earlier than July 1 following the end of the Plan Year
\nin which the Election Amount is deferred, then the SA Post-2004 Plan Participant
\nmay elect to postpone such distribution and have such amount paid out on an
\nallowable alternative Deferred Benefit Commencement Date designated by the SA
\nPost-2004 Plan Participant in accordance with this Section 2.3. In order to make
\nthis election, the SA Post-2004 Plan Participant must complete a new Election
\nForm in accordance with such rules and procedures as the Company may establish
\nand in accordance with the following criteria:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Such Election Form must be completed at least twelve
\n(12) months prior to the SA Post-2004 Plan Participant153s previously designated
\nDeferred Benefit Commencement Date;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The new Deferred Benefit Commencement Date selected by the SA
\nPost-2004 Plan Participant must be at least five (5) years after the previously
\ndesignated Deferred Benefit Commencement Date; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The election of the new Deferred Benefit Commencement Date
\nshall have no effect until at least twelve (12) months after the date on which
\nthe election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE-3 <\/strong><\/p>\n

Payment of Deferred Benefits <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

3.1<\/p>\n<\/td>\n

\n

Separation from Service<\/u><\/strong>. Deferred
\nBenefits shall be paid to a SA Post-2004 Plan Participant upon his or her
\nSeparation from Service, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Without exception, if a SA Post-2004 Plan Participant incurs
\na Separation from Service prior to attaining age fifty-five (55), then the
\nbalance of his or her Deferral Account shall be determined on a date that is six
\n(6) months after his or her Separation from Service and paid in a lump sum
\nwithin thirty (30) days of such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

If a SA Post-2004 Plan Participant incurs a Separation from
\nService after attaining age fifty-five (55) or older, then the balance of his or
\nher Deferral Account shall be determined on the applicable Deferred Benefit
\nCommencement Date elected by the SA Post-2004 Plan Participant (except that
\nbenefits paid in accordance with Section 2.1(ii)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

shall be determined on a date that is six (6) months after
\nthe SA Post-2004 Plan Participant153s Separation from Service). Such benefits
\nshall paid or commence to be paid, as applicable, within thirty (30) days of
\nsuch date, in accordance with the instructions regarding the form of payment in
\nthe applicable Election Form.<\/p>\n<\/p>\n\n\n\n
\n

3.2<\/p>\n<\/td>\n

\n

Disability<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Upon the determination of a SA Post-2004 Plan Participant153s
\nDisability, no further deferrals will be made to the Deferral Account and the
\nCompany shall pay the SA Post-2004 Plan Participant the balance in each of the
\nSA Post-2004 Plan Participant153s Deferral Accounts in the manner specified by the
\nSA Post-2004 Plan Participant in his or her Election Form to apply in the event
\nof his or her Disability, or if no such specification is made, on the Deferred
\nBenefit Commencement Date that applies to such Deferral Account pursuant to the
\nmethod requested by the SA Post-2004 Plan Participant in his or her Election
\nForm.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A SA Post-2004 Plan Participant may change the form of
\npayment of the Disability benefit by completing an Election Form in accordance
\nwith such rules and procedures established by the Company provided that the
\nelection to modify the Disability benefit shall have no effect until at least
\ntwelve (12) months after the date on which the election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Sections 6.1 and 6.2 of Article 6 of the Plan will not govern
\na SA Post-2004 Plan Participant153s Disability benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.3<\/p>\n<\/td>\n

\n

Death<\/u><\/strong>. Deferred Benefits shall be
\npaid upon the death of a SA Post-2004 Plan Participant, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Upon the death of a SA Post-2004 Plan Participant, the
\nCompany shall pay the amounts in each of the SA Post-2004 Plan Participant153s
\nDeferral Accounts to the Beneficiary designated by the SA Post-2004 Plan
\nParticipant with respect to each Compensation Deferral Election in each of his
\nor her respective Election Forms, or, if the SA Post-2004 Plan Participant fails
\nto so designate a Beneficiary, to his or her surviving spouse. If the SA
\nPost-2004 Plan Participant has no surviving spouse, then the benefits shall be
\npayable to the executor or personal representative of the SA Post-2005 Plan
\nParticipant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

If the SA Post-2004 Plan Participant153s Separation from
\nService is due to death, the Company shall pay to each respective Beneficiary or
\nto the SA Post-2004 Plan Participant153s estate, as the case may be, the amounts
\nin each of the SA Post-2004 Plan Participant153s respective Deferral Accounts, in
\nthe same manner as for a SA Post-2004 Plan Participant who has incurred a
\nSeparation from Service, as set forth in Section 3.1(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If the SA Post-2004 Plan Participant dies following his or
\nher Separation from Service date but prior to his or her receiving the full
\npayment of all Deferred Benefits payable to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

him or her, the respective Beneficiaries or the SA Post-2004
\nPlan Participant153s estate, as the case may be, shall receive a distribution of
\nthe SA Post-2004 Plan Participant153s Deferred Benefits in the same manner as it
\notherwise would have paid to the SA Post-2004 Plan Participant as if the SA
\nPost-2004 Plan Participant had not died, unless the SA Post-2004 Plan
\nParticipant has specified in his or her Election Form a different manner of
\npayment to a Beneficiary.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If a Beneficiary who is receiving Deferred Benefits pursuant
\nto the SA Post-2004 Plan dies, the remainder of the Deferred Benefits to which
\nsuch Beneficiary was entitled at the time of his or her death shall continue to
\nbe payable to the beneficiary or beneficiaries designated by such Beneficiary in
\nwriting to the Company (or to the Beneficiary153s estate or heirs if he or she
\nfails to designate a beneficiary or beneficiaries).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n<\/p>\n

SUPPLEMENT B TO<\/u> <\/strong><\/p>\n

CISCO SYSTEMS, INC.<\/u> <\/strong><\/p>\n

2009 DEFERRED COMPENSATION PLAN<\/u> <\/strong><\/p>\n

(Effective January 1, 2009)<\/p>\n

Special provisions applicable to participants of the
\nScientific-Atlanta Executive Deferred Compensation Plan, as amended and restated
\neffective May 15, 2002 (the “SA Grandfathered Plan”), with amounts deferred
\nprior to January 1, 2005.<\/p>\n<\/p>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

SUPPLEMENT B TO CISCO SYSTEMS, INC. <\/strong><\/p>\n

2009 DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

Effective January 1, 2009<\/p>\n

Purpose <\/u><\/strong><\/p>\n

The SA Grandfathered Plan merged with the Cisco Systems, Inc.
\nDeferred Compensation Plan, effective January 1, 2009. Except as otherwise
\nspecifically provided in this Supplement B, the rights and obligations of
\nparticipants of the SA Grandfathered Plan, with amounts deferred prior to
\nJanuary 1, 2005 (the “SA Grandfathered Plan Participants”), will be determined
\nin accordance with the Plan. This Supplement B is a part of the Plan and shall
\nbe administered in accordance with the provisions thereof.<\/p>\n

ARTICLE-1 <\/strong><\/p>\n

Definitions <\/u><\/strong><\/p>\n

For purposes of this Supplement B, the following special
\ndefinitions shall apply. Section numbers shall refer exclusively to this
\nSupplement B absent a specific statement to the contrary:<\/p>\n<\/p>\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

\n

“Deferral Account<\/strong>” shall mean an account
\nmaintained by the Employer for each deferral election made by a SA Grandfathered
\nPlan Participant under the SA Grandfathered Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.2<\/p>\n<\/td>\n

\n

“Deferred Benefit Commencement Date<\/strong>” shall
\nmean the date irrevocably designated by a SA Grandfathered Plan Participant with
\nrespect to each deferral election as the date on which the payment of the
\nDeferred Benefits that accumulate as a result of such election are to begin.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.3<\/p>\n<\/td>\n

\n

“Deferred Benefits<\/strong>” shall mean the amounts
\npayable pursuant to the SA Grandfathered Plan to a SA Grandfathered Plan
\nParticipant, or to his or her Beneficiary or estate, following the SA
\nGrandfathered Plan Participant153s termination of employment, the Deferred Benefit
\nCommencement Date, Total Disability, or death.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.4<\/p>\n<\/td>\n

\n

“Employer<\/strong>” shall mean Scientific-Atlanta,
\nInc. or any of its majority owned subsidiaries and their successors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.5<\/p>\n<\/td>\n

\n

“Total Disability<\/strong>” shall mean a physical or
\nmental condition which is expected to be totally and permanently disabling as
\ndetermined in accordance with the terms and conditions of the long-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

term disability insurance plan currently or most recently
\nmaintained by the Employer for the benefit of the SA Grandfathered Plan
\nParticipant claiming to be totally disabled.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE-2 <\/strong><\/p>\n

Deferred Benefit Commencement Date <\/u><\/strong>\n<\/p>\n<\/p>\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

\n

Deferred Benefit Commencement Date<\/u><\/strong>.
\nExcept as otherwise provided in this Article and in Article 3 hereof, payment of
\nthe Deferred Benefits (except for amounts held in the Insurance Fund, defined
\nbelow) shall commence on one of the following permissible Deferred Benefit
\nCommencement Dates, as elected by the SA Grandfathered Plan Participant pursuant
\nto the terms of the SA Grandfathered Plan: (i) a set date which is no earlier
\nthan July 1 following the end of the Plan Year in which the election amount is
\ndeferred; (ii) the SA Grandfathered Plan Participant153s termination of employment
\ndate, or (iii) a date which is either the fifth (5th) or tenth
\n(10th) anniversary of the SA Grandfathered Plan Participant153s termination of
\nemployment. The term “Retirement” used as a designation on any Election Form for
\na Deferred Benefit Commencement Date shall mean the SA Grandfathered Plan
\nParticipant153s termination of employment date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

\n

Method of Payment<\/u><\/strong>. Except as
\notherwise provided in Article 3 hereof, payment of the Deferred Benefits (other
\nthan benefits held in the Insurance Fund, defined below) shall be in the form of
\ncash, pursuant to one of the following methods, as elected by the SA
\nGrandfathered Plan Participant:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A single lump sum payment of the entire balance of the
\nrespective Deferral Account, determined as of the Deferred Benefit Commencement
\nDate and payable as soon as administratively practicable thereafter; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Annual, semi-annual or quarterly installments payable over a
\nfive (5), ten (10) or fifteen (15) year period, and commencing on the respective
\nDeferred Benefit Commencement Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the SA Grandfathered Plan Participant has elected to
\nreceive such Deferred Benefits in installments, the amount payable in the first
\nyear of such installments shall be an amount that will fully amortize the
\nbalance in the SA Grandfathered Plan Participant153s Deferral Account determined
\nas of the Deferred Benefit Commencement Date over the five (5), ten (10), or
\nfifteen (15) year period. Thereafter, the amount payable in each succeeding year
\nshall be adjusted to an amount that will fully amortize the remaining balance in
\nsuch Deferral Account over the remaining years in the aforesaid five (5), ten
\n(10), or fifteen (15) year installment period.<\/p>\n<\/p>\n\n\n\n
\n

2.3<\/p>\n<\/td>\n

\n

Postponing Distribution<\/u><\/strong>. A SA
\nGrandfathered Plan Participant may revise or change any election or instruction
\nrelating to the Deferred Benefits contained in any Election Form, other than the
\nelection amount, by submitting to the Company a revised Election Form at least
\nninety (90) days prior to the effective date of such revision or change;
\nprovided<\/em>, however<\/em>, that the SA Grandfathered Plan Participant
\ncannot change the deferral or payment period with respect to a particular
\nelection if payouts have commenced under such election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

2.4<\/p>\n<\/td>\n

\n

Insurance Fund Payments<\/u><\/strong>. Proceeds of
\nlife insurance purchased with amounts credited to an Insurance Fund shall be
\npayable as provided in the respective policy or policies and the applicable
\ninsurance proceeds payment agreement. The Insurance Fund is the fund available
\nto eligible SA Grandfathered Plan Participants for use in purchasing life
\ninsurance. Amounts credited to an Insurance Fund shall be used to pay premiums
\non life insurance insuring the life of the SA Grandfathered Plan Participant,
\nor, at the SA Grandfathered Plan Participant153s election, the lives of the SA
\nGrandfathered Plan Participant and his or her spouse on a joint and survivor
\nbasis, pursuant to such policies of insurance, and with such insurers, as the
\nCompany may determine from time to time. The Company shall be the owner of such
\ninsurance policy or policies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE-3 <\/strong><\/p>\n

Payment of Deferred Benefits <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

3.1<\/p>\n<\/td>\n

\n

Termination of Employment<\/u><\/strong>. Except as
\nprovided in Article 2, and for amounts deferred into an Insurance Fund, Deferred
\nBenefits shall be paid to a SA Grandfathered Plan Participant upon his or her
\ntermination of employment, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Upon the involuntary termination of a SA Grandfathered Plan
\nParticipant153s employment, the amount in each Deferral Account shall be payable
\nto the SA Grandfathered Plan Participant either (i) in the manner specified by
\nthe SA Grandfathered Plan Participant in his or her Election Form to apply in
\nthe event of his or her involuntary termination of employment; or (ii) if no
\nsuch specification is made, on the Deferred Benefit Commencement Date that
\napplies to such Deferral Account, pursuant to the method requested by the SA
\nGrandfathered Plan Participant in his or her Election Form.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Without exception, upon the voluntary termination of a SA
\nGrandfathered Plan Participant153s employment prior to attaining fifty-five
\n(55) years of age:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the amounts in each of the SA Grandfathered Plan
\nParticipant153s Deferral Accounts shall cease to earn interest and the balance of
\neach Deferral Account shall be determined as of the nearest pay date following
\nthe SA Grandfathered Plan Participant153s termination of employment date; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the Company shall pay the SA Grandfathered Plan Participant
\nthe balance of each such Deferral Account not according to the SA Grandfathered
\nPlan Participant153s elections as specified in his or her Election Forms but in a
\nlump sum, to be paid within sixty (60) days of the SA Grandfathered Plan
\nParticipant153s voluntary termination of employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Upon the voluntary termination of a SA Grandfathered Plan
\nParticipant153s employment after attaining age fifty-five (55) or older, the
\nCompany will pay out to such SA Grandfathered Plan Participant all amounts in
\nhis or her Deferral Account in accordance with the instructions in the
\napplicable Election Form.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.2<\/p>\n<\/td>\n

\n

Total Disability<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Upon the determination of a SA Grandfathered Plan
\nParticipant153s Total Disability, the Company shall pay the SA Grandfathered Plan
\nParticipant the balance in each of the SA Grandfathered Plan Participant153s
\nDeferral Accounts (except for amounts deferred into an Insurance Fund) as if the
\nSA Grandfathered Plan Participant had been terminated involuntarily, as set
\nforth in Section 3.1(a), unless the SA Grandfathered Plan Participant has
\nspecified in his or her Election Form a different manner of payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A SA Grandfathered Plan Participant may change the form of
\npayment of the Total Disability benefit by completing an Election Form in
\naccordance with Section 2.3, above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Sections 6.1 and 6.2 of Article 6 of the Plan will not govern
\na SA Grandfathered Plan Participant153s Total Disability benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.3<\/p>\n<\/td>\n

\n

Death<\/u><\/strong>. Deferred Benefits shall be
\npaid upon the death of a SA Grandfathered Plan Participant (expect for amounts
\ndeferred into an Insurance Fund), as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Upon the death of a SA Grandfathered Plan Participant, the
\nCompany shall pay the amounts in each of the SA Grandfathered Plan Participant153s
\nDeferral Accounts to the Beneficiary designated by the SA Grandfathered Plan
\nParticipant with respect to each deferral election in each of his or her
\nrespective Election Forms, or, if the SA Grandfathered Plan Participant fails to
\nso designate a Beneficiary, to his or her surviving spouse. If the SA
\nGrandfathered Plan Participant has no surviving spouse, then the benefits shall
\nbe payable to the executor or personal representative of the SA Grandfathered
\nPlan Participant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

If the SA Grandfathered Plan Participant dies prior to his or
\nher termination of employment date, the Company shall pay to each respective
\nBeneficiary, or to the SA Grandfathered Plan Participant153s estate, as the case
\nmay be, the amounts in each of the SA Grandfathered Plan Participant153s
\nrespective Deferral Accounts, in the same manner as for the SA Grandfathered
\nPlan Participant who has been terminated involuntarily, as set forth in
\nSection 3.1(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If the SA Grandfathered Plan Participant dies following his
\nor her termination of employment date but prior to his or her receiving the full
\npayment of all Deferred Benefits payable to him or her, the Company shall pay to
\neach of the respective Beneficiaries or to the SA Grandfathered Plan
\nParticipant153s estate, as the case may be, the same Deferred Benefit in the same
\nmanner as it otherwise would have paid to the SA Grandfathered Plan Participant
\nas if the SA Grandfathered Plan Participant had not died, unless the SA
\nGrandfathered Plan Participant has specified in his or her Election Form a
\ndifferent manner of payment to a Beneficiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Notwithstanding the other provisions of this section, a
\nBeneficiary may request a different payment schedule than what has been elected
\nby the SA Grandfathered Plan Participant, if such change does not further defer
\nthe scheduled payout, by submitting a request in writing to the Company. The
\ngranting of any such request shall be within the discretion of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

If a Beneficiary who is receiving Deferred Benefits pursuant
\nto the SA Grandfathered Plan dies, the remainder of the Deferred Benefits to
\nwhich such Beneficiary was entitled at the time of his or her death shall
\ncontinue to be payable to the beneficiary or beneficiaries designated by such
\nBeneficiary in writing to the Company (or to the Beneficiary153s estate or heirs
\nif he or she fails to designate a beneficiary or beneficiaries).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE-4 <\/strong><\/p>\n

Investment Options <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
\n

4.1<\/p>\n<\/td>\n

\n

Investment
\nOptions<\/u><\/strong>.<\/strong><\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Effective January 1, 2009, a SA Grandfathered Plan
\nParticipant may select one or more investment options made available by the
\nCompany from time to time for his or her Deferral Account. Any investment option
\nselection must specify the percentage of the amount specified in the deferral
\nelection to be invested in each investment option in one percent
\n(1%) increments.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Any investment option selection made by a SA Grandfathered
\nPlan Participant for the investment of his Account shall be made in accordance
\nwith this section. The SA Grandfathered Plan Participant shall make the initial
\ninvestment option selection on a form provided by the Company. Thereafter the SA
\nGrandfathered Plan Participant may modify his or her initial investment option
\nselections for past amounts deferred and\/or for future deferrals in the manner
\nestablished by the Company. A SA Grandfathered Plan Participant may modify his
\nor her investment option selections in accordance with procedures established
\nfrom time to time by the Company. Any modifications made in accordance with such
\nprocedures shall be implemented as soon as administratively practicable
\nfollowing the completion of the applicable procedures. An investment option
\nselection for a deferral election shall remain in effect until superseded by a
\nsubsequent investment option selection modification, or until the complete
\ndistribution of the SA Grandfathered Plan Participant153s Deferred Benefits
\nrelated to that deferral election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If a SA Grandfathered Plan Participant fails to submit an
\ninvestment option selection for a deferral Election, or if a SA Grandfathered
\nPlan Participant153s investment option selection does not equal one hundred
\npercent (100%), the portion of the SA Grandfathered Plan Participant153s deferral
\nElection that is not subject to an investment option selection shall be invested
\nin the Measurement Fund selected by the Company for this purpose.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Cisco Systems, Inc. <\/strong><\/p>\n

2009 Deferred Compensation Plan<\/p>\n<\/p>\n<\/p>\n

ARTICLE-5 <\/strong><\/p>\n

Hardship Withdrawals <\/strong><\/p>\n<\/p>\n\n\n\n
\n

5.1<\/p>\n<\/td>\n

\n

Hardship Withdrawals<\/u>. A SA Grandfathered Plan
\nParticipant may request a Hardship Withdrawal of all or a portion of his or her
\nDeferred Benefits (excluding amounts deferred into a Insurance Fund) before the
\nDeferred Benefit Commencement Date, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The request for withdrawal must be to meet an “unforeseeable
\nemergency.”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

For purposes of this Article V, an unforeseeable emergency is
\na severe financial hardship to the SA Grandfathered Plan Participant resulting
\nfrom a sudden and unexpected illness or accident of the SA Grandfathered Plan
\nParticipant or a dependent of the SA Grandfathered Plan Participant, loss of the
\nSA Grandfathered Plan Participant153s property due to casualty, or other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the control of the SA Grandfathered Plan Participant. The circumstances
\nthat will constitute an unforeseeable emergency will depend upon the facts of
\neach case, but, in any case, a hardship withdrawal may not be made to the extent
\nthat such hardship is or may be relieved:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Through reimbursement or compensation by insurance or
\notherwise, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

By liquidation of the SA Grandfathered Plan Participant153s
\nassets, to the extent the liquidation of such assets would not itself cause
\nsevere financial hardship.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The request for a Hardship Withdrawal must be made in writing
\nto the Company and shall state the amount requested, the unforeseeable emergency
\nto which the amount will be applied and shall also affirm that no other assets
\nare reasonably available to meet the emergency.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Company shall consider applicable regulatory standards in
\nassessing whether to grant a request for a Hardship Withdrawal.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7102],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9539,9542],"class_list":["post-38457","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cisco-systems-inc","corporate_contracts_industries-technology__networking","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38457","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38457"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38457"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38457"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38457"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}