CISCO SYSTEMS, INC.<\/p>\n
RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT<\/p>\n
Dear [Field: Full Name]:<\/p>\n
As you know, on November 14, 2011 (the “Closing Date”) Cisco Systems, Inc.
\n(“Cisco”) acquired Beaumaris Networks, Inc. (d\/b\/a BNI) (“BNI”), (the
\n“Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco
\nSystems, Inc., Boost Acquisition Corp., Beaumaris Networks, Inc. and the
\nStockholders153 Agent dated as of October 19, 2011 (the “Merger Agreement”). On
\nthe Closing Date, you held restricted stock units related to shares of BNI
\ncommon stock granted to you under the Beaumaris Networks, Inc. 2011 Equity
\nIncentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing
\nDate, Cisco assumed all obligations of BNI under your outstanding restricted
\nstock unit award(s). This Restricted Stock Unit Assumption Agreement (the
\n“Agreement”) evidences the terms of Cisco153s assumption of your restricted stock
\nunit award(s) related to BNI common stock granted to you under the Plan (the
\n“BNI RSUs”), and documented by a restricted stock unit agreement(s) and any
\namendment(s) and\/or restricted stock unit assumption agreements entered into by
\nand between you and BNI (the “RSU Agreement(s)”), including the necessary
\nadjustments for assumption of the BNI RSUs that are required by the Acquisition.\n<\/p>\n
The table below summarizes your BNI RSUs immediately before and after the
\nAcquisition:<\/p>\n
Grant Details <\/strong><\/p>\n<\/p>\n The post-Acquisition adjustments are based on the Stock Unit Exchange Ratio Unless the context otherwise requires, any references in the Plan or the RSU The vesting commencement date, vesting schedule and expiration date of your as set forth in the RSU Agreement(s) and the provisions of the RSU UPON TERMINATION OF YOUR ACTIVE EMPLOYMENT WITH CISCO OR ANY PRESENT OR Nothing in this Agreement or the RSU Agreement(s) interferes in any way with Until Cisco153s Stock Administration Department is in receipt of your If you have any questions regarding this Agreement or your assumed BNI CISCO SYSTEMS, INC.<\/p>\n By: \/s\/ Mark Chandler<\/u><\/p>\n Mark Chandler<\/p>\n Corporate Secretary<\/p>\n [Field: Full Name] acknowledges that clicking on the I Agree button ATTACHMENTS<\/p>\n Exhibit A – Form S-8 Prospectus<\/p>\n ———————-:<\/p>\n CISCO SYSTEMS, INC.<\/p>\n RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT:CHINA<\/p>\n Dear [Field: Full Name]:<\/p>\n As you know, on November 14, 2011 (the “Closing Date”) Cisco Systems, Inc. The table below summarizes your BNI RSUs immediately before and after the Grant Details <\/strong><\/p>\n The post-Acquisition adjustments are based on the Stock Unit Exchange Ratio Unless the context otherwise requires, any references in either the Plan and The vesting commencement date, vesting schedule and expiration date of your Upon termination of your active employment with Cisco or any present or Nothing in this Agreement or the RSU Agreement(s) interferes in any way with The following are additional terms and conditions of your BNI RSUs: BNI RSUs Tax-Related Items <\/strong><\/p>\n Prior to vesting of the assumed BNI RSUs (or adjustment and conversion of the Regardless of any action Cisco or the Employer takes with respect to any or *****<\/p>\n Exchange Control Restrictions Applicable to Chinese Nationals Due to local regulatory requirements, upon the vesting of BNI RSUs, you agree You understand and agree that, pursuant to local exchange control exchange control account established by the Company, parent, subsidiary or *****<\/p>\n Data Privacy <\/strong><\/p>\n You hereby explicitly and unambiguously consent to the collection, use and You understand that Cisco and the Employer hold certain personal information You understand that Data will be held only as long as is necessary to *****<\/p>\n No Entitlement or Claims for Compensation.<\/p>\n By accepting this Agreement, you hereby acknowledge and agree as follows:\n<\/p>\n (a) Your rights, if any, in respect of or in connection with the assumed BNI (b) The assumed BNI RSUs and the Shares subject to the assumed BNI RSUs are the BNI RSUs are extraordinary items that do not constitute compensation of (c) You acknowledge that you are voluntarily participating in the Plan.<\/p>\n (d) Neither the Plan nor the assumed BNI RSUs or any other stock award (e) Your participation in the Plan will not be interpreted to form an (f) The future value of the underlying Shares is unknown and cannot be (g) No claim or entitlement to compensation or damages shall arise from (h) In the event of your termination of service, your right to vest in the (i) You agree that Cisco may require the Shares issued upon vesting of the (j) You agree that your rights to acquire Shares or proceeds from the sale of (k) The BNI RSUs and the benefits under the Plan, if any, will not (l) Cisco and the Employer are not providing any tax, legal or financial You hereby acknowledge and agree as follows: (a) the conversion and You acknowledge that if you have received this Agreement or any other Plan through an on-line or electronic system established and maintained by Cisco reserves the right to impose other requirements on your participation Until Cisco153s Stock Administration Department is in receipt of your If you have any questions regarding this Agreement or your assumed BNI RSUs, CISCO SYSTEMS, INC.<\/p>\n By: \/s\/ Mark Chandler<\/u><\/p>\n Mark Chandler<\/p>\n Corporate Secretary<\/p>\n ACKNOWLEDGMENT<\/p>\n [Field: Full Name] acknowledges receipt of the foregoing Stock Option DATED: , 2011<\/p>\n<\/td>\n Optionee: <\/u><\/p>\n<\/td>\n<\/tr>\n Address: <\/u><\/p>\n<\/td>\n<\/tr>\n Cisco ID No.: <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Please remember to sign and date this Agreement (including signing ATTACHMENTS<\/p>\n Exhibit A – Form S-8 Prospectus<\/p>\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":[9539,9545],"class_list":["post-39978","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39978","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=39978"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39978"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39978"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39978"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Employee ID<\/strong><\/td>\n <\/td>\n [Field: Employee ID]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Grant Date<\/strong><\/td>\n <\/td>\n [Field: Grant Date]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Type of Award<\/strong><\/td>\n <\/td>\n [Field: Grant Type]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Grant Number<\/strong><\/td>\n <\/td>\n [Field: Grant Number]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Cisco Number of Shares<\/strong><\/td>\n <\/td>\n [Field: Shares Granted]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Number of Shares<\/strong><\/td>\n <\/td>\n [Field: Acquisition Shares]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Vesting Commencement Date<\/strong><\/td>\n <\/td>\n [Field: Vest Start Date]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nof 0.3067180780, as determined in accordance with the terms of the Merger
\nAgreement, and are intended to preserve immediately after the Acquisition the
\naggregate fair market value of the underlying shares immediately prior to the
\nAcquisition. The number of shares of Cisco common stock subject to your assumed
\nBNI RSUs was determined by multiplying the Stock Unit Exchange Ratio by the
\nnumber of Shares remaining subject to your BNI RSUs on the Closing Date and
\nrounding the resulting product down to the next whole number of shares of Cisco
\ncommon stock.<\/p>\n
\nAgreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii)
\n“Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii)
\nthe “Board of Directors” or the “Board” means the Board of Directors of Cisco
\nand (iv) the “Committee” means the Compensation and Management Development
\nCommittee of the Board of Directors of Cisco. References in this Agreement to
\n“Employer” mean your actual employer. All references in the RSU Agreement(s) and
\nthe Plan relating to your status as an employee or consultant of BNI or a
\nsubsidiary or affiliate will now refer to your status as an employee or
\nconsultant of Cisco or any present or future Cisco parent, subsidiary or
\naffiliate.<\/p>\n
\nassumed BNI RSUs remain the same as set forth in the RSU Agreement(s) and\/or any
\nnotice of grant, (in this respect, please note that any discussion of terms
\n(including vesting acceleration) in any employment offer letter (whether from
\nCisco, BNI or any other related employer) is explanatory in nature and will not
\nresult in duplication of benefits (including vesting) with respect to your
\nassumed BNI RSUs) but with the number of shares subject to each vesting
\ninstallment adjusted to reflect the effect of the Acquisition. Vesting of your
\nassumed BNI RSUs will be suspended during all leaves of absence in accordance
\nwith Cisco153s policies (to the extent permissible under applicable local law).
\nAll other provisions which govern either the settlement or the termination of
\nyour assumed BNI RSUs remain the same<\/p>\n
\n
\nAgreement(s) will govern and control your rights under this Agreement to acquire
\nshares of Cisco common stock, except as expressly modified by this Agreement,
\nthe Merger Agreement or otherwise in connection with the Acquisition.<\/p>\n
\nFUTURE CISCO SUBSIDIARY, ALL UNVESTED RESTRICTED STOCK UNITS SHALL BE
\nIMMEDIATELY FORFEITED WITHOUT CONSIDERATION.<\/p>\n
\nyour right and the right of Cisco or its parent, subsidiary or affiliate, which
\nrights are expressly reserved, to terminate your employment at any time for any
\nreason and whether or not in breach of local labor laws. Future restricted stock
\nunits, if any, you may receive from Cisco will be governed by the terms of the
\nCisco plan under which such restricted stock units are granted, and such terms
\nmay be different from the terms of your assumed BNI RSUs, including, but not
\nlimited to, the vesting schedule.<\/p>\n
\nunderstanding and acceptance of this Agreement (which can be accomplished
\nelectronically by following the instructions under the heading of Acknowledgment
\nbelow) your Cisco account will not be activated and your assumed BNI RSU(s) will
\nnot be released.<\/p>\n
\nRSU(s), please contact at .<\/p>\n
\nconstitutes acceptance and agreement to be bound by the terms of this Agreement,
\nas well as understanding and agreement that all rights and liabilities with
\nrespect to the assumed BNI RSU(s) listed on the table above are hereby assumed
\nby Cisco and are as set forth in the RSU Agreement(s) for such assumed BNI
\nRSU(s), the Plan (as applicable) and this Restricted Stock Unit Assumption
\nAgreement.<\/p>\n
\n
\n(“Cisco”) acquired Beaumaris Networks, Inc. (d\/b\/a BNI) (“BNI”), (the
\n“Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco
\nSystems, Inc., Boost Acquisition Corp., Beaumaris Networks, Inc. and the
\nStockholders153 Agent dated as of October 19, 2011 (the “Merger Agreement”). On
\nthe Closing Date, you held restricted stock units related to shares of BNI
\ncommon stock granted to you under the Beaumaris Networks, Inc. 2011 Equity
\nIncentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing
\nDate, Cisco assumed all obligations of BNI under your outstanding restricted
\nstock unit award(s). This Restricted Stock Unit Assumption Agreement: China (the
\n“Agreement”) evidences the terms of Cisco153s assumption of your restricted stock
\nunit award(s) related to BNI common stock granted to you under the Plan (the
\n“BNI RSUs”), and documented by a restricted stock unit agreement(s) and any
\namendment(s) and\/or restricted stock unit assumption agreements entered into by
\nand between you and BNI (the “RSU Agreement(s)”), including the necessary
\nadjustments for assumption of the BNI RSUs that are required by the Acquisition.\n<\/p>\n
\nAcquisition:<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Employee ID<\/strong><\/td>\n <\/td>\n [Field: Employee ID]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Grant Date<\/strong><\/td>\n <\/td>\n [Field: Grant Date]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Type of Award<\/strong><\/td>\n <\/td>\n [Field: Grant Type]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Grant Number<\/strong><\/td>\n <\/td>\n [Field: Grant Number]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Cisco Number of Shares<\/strong><\/td>\n <\/td>\n [Field: Shares Granted]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Number of Shares<\/strong><\/td>\n <\/td>\n [Field: Acquisition Shares]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Vesting Commencement Date<\/strong><\/td>\n <\/td>\n [Field: Vest Start Date]<\/em><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nof 0.3067180780, as determined in accordance with the terms of the Merger
\nAgreement, and are intended to preserve immediately after the Acquisition the
\naggregate fair market value of the underlying shares immediately prior to the
\nAcquisition. The number of shares of Cisco common stock subject to your assumed
\nBNI RSUs was determined by multiplying the Stock Unit Exchange Ratio by the
\nnumber of Shares remaining subject to your BNI RSUs on the Closing Date and
\nrounding the resulting product down to the next whole number of shares of Cisco
\ncommon stock.<\/p>\n
\nthe RSU Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco,
\n(ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock,
\n(iii) the “Board of Directors” or the “Board” means the Board of Directors of
\nCisco and (iv) the “Committee” means the Compensation and Management Development
\nCommittee of the Board of Directors of Cisco. References in this Agreement to
\n“Employer” mean your actual employer. All references in the RSU Agreement(s) and
\nthe Plan relating to your status as an employee or consultant of BNI or a
\nsubsidiary or affiliate will now refer to your status as an employee or
\nconsultant of Cisco or any present or future Cisco parent, subsidiary or
\naffiliate.<\/p>\n
\nassumed BNI RSUs remain the same as set forth in the RSU Agreement(s) and\/or any
\nnotice of grant, (in this respect, please note that any discussion of terms
\n(including vesting acceleration) in any employment offer letter (whether from
\nCisco, BNI or any other related employer) is explanatory in nature and will not
\nresult in duplication of benefits (including vesting) with respect to your
\nassumed BNI RSUs) but with the number of shares subject to each vesting
\ninstallment adjusted to reflect the effect of the Acquisition. Vesting of your
\nassumed BNI RSUs will be suspended during all leaves of absence in accordance
\nwith Cisco153s policies (to the extent permissible under applicable local law).
\nAll other provisions which govern either the settlement or the termination of
\nyour assumed BNI RSUs remain the same as set forth in the RSU Agreement(s) and
\nthe provisions of the RSU Agreement(s) will govern and control your rights under
\nthis Agreement to acquire shares of Cisco common stock, except as expressly
\nmodified by this Agreement, the Merger Agreement or otherwise in connection with
\nthe Acquisition.<\/p>\n
\n
\nfuture Cisco subsidiary, all unvested BNI RSUs shall be immediately forfeited
\nwithout consideration.<\/p>\n
\nyour right and the right of Cisco or its parent, subsidiary or affiliate, which
\nrights are expressly reserved, to terminate your employment at any time for any
\nreason provided compliant with applicable local labor laws. Future restricted
\nstock units, if any, you may receive from Cisco will be governed by the terms of
\nthe Cisco plan under which such restricted stock units are granted, and such
\nterms may be different from the terms of your assumed BNI RSUs, including, but
\nnot limited to, the vesting schedule.<\/p>\n
\nshall be automatically settled in Shares upon vesting of such BNI RSUs, provided
\nthat Cisco shall have no obligation to issue Shares pursuant to this Agreement
\nunless and until you have satisfied any applicable “Tax-Related Items,” as
\ndescribed below, and such issuance otherwise complies with all applicable law.\n<\/p>\n
\nassumed BNI RSUs if the adjustment and conversion is a taxable event in your
\ncountry), you authorize Cisco and\/or your Employer, or their respective agents,
\nat their discretion to satisfy any obligations for income tax, payroll tax or
\nother tax-related withholding (“Tax-Related Items”) in relation to your assumed
\nBNI RSUs by one or a combination of the following: (1) by withholding all
\napplicable Tax-Related Items from your wages or other cash compensation paid to
\nyou by Cisco and\/or the Employer; (2) withholding from proceeds of the sale of
\nthe Shares issued upon settlement of the BNI RSUs either through a voluntary
\nsale or through a mandatory sale arranged by Cisco (on your behalf, pursuant to
\nthis authorization); (3) withholding of Shares that would otherwise be issued
\nupon vesting of the BNI RSUs or (4) requiring you to satisfy the liability for
\nTax-Related Items by means of any other arrangement approved by Cisco. If the
\nobligation for Tax-Related Items is satisfied by withholding of Shares, for tax
\npurposes, you are deemed to have been issued the full number of Shares subject
\nto the vested BNI RSUs, notwithstanding that a number of the Shares are held
\nback solely for the purpose of paying the Tax-Related Items due as a result of
\nany aspect of your participation in the Plan. To avoid financial accounting
\ncharges under applicable accounting guidance, Cisco may withhold or account for
\nTax-Related Items by considering applicable minimum statutory withholding rates
\nor may take any other action required to avoid financial accounting charges
\nunder applicable accounting guidance. Finally, you must pay to Cisco or the
\nEmployer any amount of Tax-Related Items that Cisco or the Employer may be
\nrequired to withhold or account for as a result of your participation in the
\nPlan or your acquisition of Shares that cannot be satisfied by the means
\npreviously described. Cisco may refuse to convert your assumed BNI RSUs and\/or
\nrefuse to issue or deliver the Shares or the proceeds of the sale of Shares if
\nyou fail to comply with your obligations in connection with the Tax-Related
\nItems as described in this Paragraph.<\/p>\n
\nall Tax-Related Items, you acknowledge that the ultimate liability for all
\nTax-Related Items is and remains your responsibility and may exceed the amount
\nactually withheld by Cisco or the Employer. You further acknowledge that Cisco
\nand\/or the Employer (1) make no representations or undertakings regarding the
\ntreatment of any Tax-Related Items in connection with any aspect of the BNI
\nRSUs, including the grant, vesting, conversion into restricted stock units over
\nCisco Shares, any acceleration of vesting, the subsequent sale of Shares
\nacquired at vesting and the receipt of any dividends; and (2) do not commit to
\nand are under no obligation to structure the terms of the conversion of BNI RSUs
\ninto Restricted Stock Units over Cisco Shares, any acceleration of vesting or
\nany aspect of the BNI RSUs to reduce or eliminate your liability for Tax-Related
\nItems or achieve a particular tax result. Further, if you become subject to
\ntaxation in more than one jurisdiction between the grant date and the date of
\nany relevant taxable event, you acknowledge that Cisco and\/or the Employer (or
\nformer employer, as applicable) may be required to withhold or account for
\nTax-Related Items in more than one jurisdiction.<\/p>\n
\n<\/strong><\/p>\n
\nto the immediate sale of any Shares to be issued to you upon vesting and
\nsettlement. You further agree that the Company is authorized to instruct its
\ndesignated broker to assist with the mandatory sale of such Shares (on your
\nbehalf pursuant to this authorization) and you expressly authorize the Company153s
\ndesignated broker to complete the sale of such Shares. You acknowledge that the
\nCompany153s designated broker is under no obligation to arrange for the sale of
\nthe Shares at any particular price. Upon the sale of the Shares, the Company
\nagrees to pay you the cash proceeds from the sale of the Shares, less any
\nbrokerage fees or commissions and subject to any obligation to satisfy
\nTax-Related Items. You acknowledge that you are not aware of any material
\nnonpublic information with respect to the Company or any securities of the
\nCompany as of the date of this Agreement.<\/p>\n
\nrequirements, you will be required to repatriate the cash proceeds from the
\nimmediate sale of the Shares issued upon the vesting of BNI RSUs to China. You
\nfurther understand that, under local law, such repatriation of your cash
\nproceeds may need to be effectuated through a special<\/p>\n
\n
\naffiliate or the Employer, and you hereby consent and agree that any proceeds
\nfrom the sale of any Shares issued upon the vesting of BNI RSUs you acquire may
\nbe transferred to such special account prior to being delivered to you. If the
\nproceeds from the sale of your Shares are converted to local currency, you
\nacknowledge that the Company is under no obligation to secure any exchange
\nconversion rate, and the Company may face delays in converting the proceeds to
\nlocal currency due to exchange control restrictions in China. You agree to bear
\nthe risk of any exchange conversion rate fluctuation between the date BNI RSUs
\nvest and the date of conversion of the proceeds from the sale of the Shares
\nissued upon vesting to local currency. You further agree to comply with any
\nother requirements that may be imposed by the Company in the future in order to
\nfacilitate compliance with exchange control requirements in China.<\/p>\n
\ntransfer, in electronic or other form, of your personal information as described
\nin this Agreement by and among, as applicable, the Employer, and Cisco and its
\nparent, subsidiaries and affiliates for the exclusive purpose of implementing,
\nadministering and managing your participation in the Plan.<\/p>\n
\nabout you, including, but not limited to, your name, home address and telephone
\nnumber, date of birth, social insurance number (or other social or national
\nidentification number), salary, nationality, job title, residency status, any
\nShares or directorships held in Cisco, details of all assumed BNI RSUs or any
\nother entitlement to Shares awarded, canceled, exercised, vested, unvested or
\noutstanding (“Data”), for the purpose of implementing, administering and
\nmanaging your participation in the Plan. You understand that Data may be
\ntransferred to Cisco or any of its parent, subsidiaries or affiliates, or to any
\nthird parties assisting in the implementation, administration and management of
\nthe Plan, that these recipients may be located in your country or elsewhere,
\nincluding outside the European Economic Area, and that the recipient153s country
\n(e.g., the United States) may have different data privacy laws and protections
\nthan your country. You understand that you may request a list with the names and
\naddresses of any potential recipients of the Data by contacting your local human
\nresources representative. You authorize the recipients to receive, possess, use,
\nretain and transfer the Data, in electronic or other form, for the sole purposes
\nof implementing, administering and managing your participation in the Plan,
\nincluding any requisite transfer of such Data to a broker or other third party
\nassisting with the administration of the assumed BNI RSUs under the Plan or with
\nwhom Shares acquired pursuant to the vesting of the assumed BNI RSUs or cash
\nfrom the sale of Shares may be deposited. Furthermore, you acknowledge and
\nunderstand that the transfer of such Data to Cisco or any of its parent,
\nsubsidiaries or affiliates, or any third parties is necessary for your
\nparticipation in the Plan.<\/p>\n
\nimplement, administer and manage your participation in the Plan. You understand
\nthat you may, at any time, view Data, request additional information about the
\nstorage and processing of Data, require any necessary amendments to Data or
\nrefuse or withdraw the consents herein, in any case without cost, by contacting
\nyour local human resources representative. You further acknowledge that
\nwithdrawal of consent may affect your ability to realize benefits from the
\nassumed BNI RSUs and your ability to participate in the Plan. For more
\ninformation on the consequences of your refusal to consent or withdrawal of
\nconsent, you understand that you may contact your local human resources
\nrepresentative.<\/p>\n
\nRSUs or any other stock award are derived solely from the discretionary decision
\nof Cisco to permit you to benefit from a discretionary award. The Plan may be
\namended, suspended or terminated by Cisco at any time, unless otherwise provided
\nin the Plan and this Agreement or the RSU Agreement(s). By accepting Shares
\nsubject to the BNI RSUs, you expressly acknowledge that there is no obligation
\non the part of Cisco to continue the Plan and\/or grant any additional stock
\nawards or benefits in lieu of restricted stock units or any other stock awards
\neven if BNI RSUs have been granted repeatedly in the past. All decisions with
\nrespect to future stock awards, if any, will be at the sole discretion of Cisco.\n<\/p>\n
\nnot intended to replace any pension rights or compensation and are not to be
\nconsidered compensation of a continuing or recurring nature, or part of your
\nnormal or expected compensation, and in no way represent any portion of your
\nsalary, compensation or other remuneration for any purpose, including but not
\nlimited to, calculating any severance, resignation, termination, redundancy,
\ndismissal, end of service payments, bonuses, long-service awards, pension or
\nretirement benefits or similar payments, and in no event should be considered as
\ncompensation for, or relating in any way to, past services for BNI, the Employer
\nor Cisco or its parent, subsidiaries or affiliates. The value of the assumed BNI
\nRSUs and the Shares subject to<\/p>\n
\n
\nany kind for services of any kind rendered to BNI, the Employer or Cisco or its
\nparent, subsidiaries or affiliates and which are outside the scope of your
\nwritten employment agreement (if any).<\/p>\n
\ngranted under the Plan shall be deemed to give you a right to remain an
\nemployee, consultant or director of Cisco, its parent, subsidiaries or
\naffiliates. The Employer reserves the right to terminate your Service at any
\ntime, with or without cause, and for any reason, subject to applicable laws,
\nCisco153s Articles of Incorporation and Bylaws and a written employment agreement
\n(if any).<\/p>\n
\nemployment contract or relationship with the Employer or Cisco or its parent,
\nsubsidiaries or affiliates.<\/p>\n
\npredicted with certainty. If you vest in the assumed BNI RSUs and obtain Shares,
\nthe value of the Shares acquired upon issuance may increase or decrease in
\nvalue. You understand that neither the Employer, nor Cisco or its parent,
\nsubsidiaries or affiliates is responsible for any foreign exchange fluctuation
\nbetween the Employer153s local currency and the United States Dollar that may
\naffect the value of the assumed BNI RSUs.<\/p>\n
\nforfeiture of the assumed BNI RSUs resulting from termination of your Service by
\nCisco or the Employer (for any reason whatsoever and whether or not in breach of
\nlocal labor laws), and in consideration of the grant of the RSUs to which you
\nare otherwise not entitled, you irrevocably agree never to institute any claim
\nagainst Cisco or the Employer, waive your ability, if any, to bring any such
\nclaim, and release Cisco and the Employer from any such claim; if,
\nnotwithstanding the foregoing, any such claim is allowed by a court of competent
\njurisdiction, then, by participating in the Plan, you shall be deemed
\nirrevocably to have agreed not to pursue such claim and agree to execute any and
\nall documents necessary to request dismissal or withdrawal of such claims.<\/p>\n
\nassumed BNI RSUs will end as of the date you are longer actively providing
\nservices and will not be extended by any notice period mandated under local law
\n(e.g., your active service period would not include any period of “garden leave”
\nor similar period pursuant to local law); Cisco shall have the exclusive
\ndiscretion to determine when you are no longer actively providing services for
\npurposes of the assumed BNI RSUs.<\/p>\n
\nBNI RSUs assumed and converted hereunder to be held by a broker designated by
\nCisco.<\/p>\n
\nShares hereunder (if any) shall be subject to set-off by Cisco for any valid
\ndebts that you owe to Cisco.<\/p>\n
\nautomatically transfer to another company in the case of a merger, take-over or
\ntransfer of liability.<\/p>\n
\nadvice, nor are Cisco and the Employer making any recommendations regarding your
\nparticipation in the Plan, or your acquisition or sale of Cisco Shares; you are
\nhereby advised to consult with your own personal tax, legal and financial
\nadvisors regarding your participation in the Plan before taking any action
\nrelated to the Plan.<\/p>\n
\nadjustment of your assumed BNI RSUs to awards over Cisco Shares may have adverse
\ntax and social insurance contribution consequences, including but not limited to
\nany loss of tax and social insurance qualified status and the inability to
\nobtain a tax or social insurance refund for taxes or contributions already paid
\non such assumed BNI RSUs, and that BNI, Cisco and your Employer do not take any
\nresponsibility or liability with respect to the loss of tax and social insurance
\nqualified status of your assumed BNI RSUs; (b) you received information
\nregarding the adjustment and conversion of your BNI RSUs; and (c) you
\nacknowledge that vesting and settlement of your BNI RSUs and the issuance of
\nShares is contingent upon compliance with applicable local laws; in particular,
\nif allowing you to vest in or receive assumed BNI RSUs or the Shares subject to
\nthe BNI RSUs would not be compliant with applicable foreign securities laws, you
\nwill not be permitted to receive Shares under this Agreement.<\/p>\n
\ndocuments related to the Plan translated into a language other than English, and
\nif the meaning of the translated version is different from the English version,
\nthe English version will take precedence. Cisco may, in its sole discretion,
\ndecide to deliver any documents related to the assumed BNI RSUs and this
\nAgreement by electronic means or to request your consent to participate in the
\nPlan by electronic means. You hereby consent to receive such documents by
\nelectronic delivery and, if requested, agree to participate in the<\/p>\n
\n
\nCisco, the Charles Schwab Corporation or other third party designated by Cisco.\n<\/p>\n
\nin the Plan and on any Shares acquired under the Plan, to the extent Cisco
\ndetermines it is necessary or advisable in order to comply with local law or
\nfacilitate the administration of the Plan. You agree to sign any additional
\nagreements or undertakings that may be necessary to accomplish the foregoing.
\nFurthermore, you acknowledge that the laws of the country in which you are
\nworking at the time of vesting of the assumed BNI RSUs or the sale of Shares
\nreceived pursuant to this Agreement (including any rules or regulations
\ngoverning securities, foreign exchange, tax, labor, or other matters) may
\nsubject you to additional procedural or regulatory requirements that you are and
\nwill be solely responsible for and must fulfill.<\/p>\n
\nunderstanding and acceptance of this Agreement (which can be accomplished
\nelectronically by following the instructions under the heading of
\nAcknowledgement below) your Cisco account will not be activated and you will be
\nunable to acquire Shares under your vested BNI RSUs.<\/p>\n
\nplease contact at .<\/p>\n
\nAssumption Agreement and the Plans, and agrees that all rights and liabilities
\nwith respect to the assumed BNI RSUs listed on the table above are hereby
\nassumed by Cisco and are as set forth in the RSU Agreement(s) for such assumed
\nBNI RSUs, the Plan and this Restricted Stock Unit Assumption Agreement: China
\n(including, without limitation, Exhibit A attached hereto).<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n
\nthe page(s) attached as Exhibit A), as soon as possible, and return signed
\ncopies of this entire Agreement and the page(s) attached as Exhibit A to Cisco
\nSystems Attn: <\/strong> <\/u>170 West Tasman Drive, San Jose, CA 95134
\n<\/strong><\/p>\n