CISCO SYSTEMS, INC.<\/p>\n
STOCK OPTION 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
\nSytems, Inc., Boost Acquisition Corp., Beaumaris Networks, Inc. and the
\nStockholders153 Agent dated as of October 19, 2011. On the Closing Date you held
\none or more outstanding options to purchase shares of common stock granted to
\nyou under the Beaumaris Networks, Inc. 2009 Stock Plan (the “Plan”). Pursuant to
\nthe Merger Agreement, on the Closing Date, Cisco assumed all obligations of BNI
\nunder your outstanding option (or options). This Stock Option Assumption
\nAgreement (the “Agreement”) evidences the terms of Cisco153s assumption of an
\noption (or options) to purchase BNI common stock granted to you under the Plan
\n(the “BNI Option(s)”), and documented by a stock option agreement (or stock
\noption agreements) and any amendment(s) and\/or option assumption agreements
\nentered into by and between you and BNI (the “Option Agreement(s)”), including
\nthe necessary adjustments for assumption of the BNI Option(s) that are required
\nby the Acquisition.<\/p>\n
The table below summarizes your BNI Option(s) immediately before and after
\nthe Acquisition:<\/p>\n
Grant Details <\/u><\/strong><\/p>\n<\/p>\n The post-Acquisition adjustments are based on the Option Exchange Ratio of Unless the context otherwise requires, any references in the Plan or the The vesting commencement date, vesting schedule and expiration date of your applicable limited post-termination exercise period specified in your Option To exercise your assumed BNI Option(s), you must utilize one of Cisco153s Nothing in this Agreement or the Option Agreement(s) interferes in any way 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 ACKNOWLEDGMENT<\/p>\n [Field: Full Name] acknowledges that clicking on the I Agree button ATTACHMENTS<\/p>\n Exhibit A – Form S-8 Prospectus<\/p>\n CISCO SYSTEMS, INC.<\/p>\n NON-U.S. STOCK OPTION ASSUMPTION AGREEMENT<\/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 Option(s) immediately before and after Grant Details <\/u><\/strong><\/p>\n The post-Acquisition adjustments are based on the Option Exchange Ratio of\n\n
\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<\/tr>\n \n Grant Date<\/strong><\/td>\n <\/td>\n [Field: Grant Date]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Type of Option<\/strong><\/td>\n <\/td>\n [Field: Grant Type]<\/em><\/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<\/tr>\n \n Cisco Number of Option Shares<\/strong><\/td>\n <\/td>\n [Field: Shares Granted]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Cisco Exercise Price Per Share<\/strong><\/td>\n <\/td>\n [Field: Option Price]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Number of Option Shares<\/strong><\/td>\n <\/td>\n [Field: Acquisition Shares]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Exercise Price Per Share<\/strong><\/td>\n <\/td>\n [Field: Acquisition Exercise Price]<\/em><\/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<\/tr>\n \n Expiration Date<\/strong><\/td>\n <\/td>\n [Field: Expiration Date]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n0.3067180780 as determined in accordance with the terms of the Merger Agreement,
\nand are intended to: (i) assure that the total spread of your assumed BNI
\nOption(s) (i.e., the difference between the aggregate fair market value and the
\naggregate exercise price) does not exceed the total spread that existed
\nimmediately prior to the Acquisition; and (ii) to preserve, on a per share
\nbasis, the ratio of exercise price to fair market value that existed immediately
\nprior to the Acquisition. The number of shares of Cisco common stock subject to
\nyour assumed BNI Option(s) was determined by multiplying the Option Exchange
\nRatio by the number of shares remaining subject to your BNI Option(s) on the
\nClosing Date and rounding the resulting product down to the next whole number of
\nshares of Cisco common stock. The exercise price per share of your assumed BNI
\nOption(s) was determined by dividing the exercise price per share of your BNI
\nOption(s) by the Option Exchange Ratio and rounding the resulting quotient up to
\nthe next whole cent.<\/p>\n
\nOption Agreement(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. All references in the Option
\nAgreement(s) and the Plan relating to your status as an employee or consultant
\nof BNI will now refer to your status as an employee or consultant of Cisco or
\nany present or future Cisco subsidiary.<\/p>\n
\nassumed BNI Option(s) remain the same as set forth in the Option Agreement(s)
\n(in this respect, please note that any discussion of option terms (including
\nvesting acceleration) in any employment offer letter (whether from Cisco, BNI or
\nany other related employer) is explanatory in nature and will not result in
\nduplication of benefits (including vesting) with respect to your assumed BNI
\nOption(s)) but with the number of shares subject to each vesting installment and
\nthe exercise price per share adjusted to reflect the effect of the Acquisition.
\nVesting of your assumed BNI Option(s) will be suspended during all leaves of
\nabsence in accordance with Cisco153s policies and, the only permissible methods to
\nexercise your assumed BNI Option(s) are cash, check, wire transfer, or through a
\ncashless exercise program with a Cisco-designated broker. All other provisions
\nwhich govern either the exercise or the termination of your assumed BNI
\nOption(s) remain the same as set forth in the Option Agreement(s), and the
\nprovisions of the Option Agreement(s) will govern and control your rights under
\nthis Agreement to purchase shares of Cisco common stock, except (i) no assumed
\nBNI Option(s) may be “early exercised” (i.e., an assumed BNI Option(s) may be
\nexercised for shares of Cisco common stock only to the extent vested at the time
\nof exercise pursuant to the applicable vesting schedule) and (ii) as expressly
\nmodified by this Agreement, the Merger Agreement or otherwise in connection with
\nthe Acquisition. Upon termination of your employment with Cisco or any present
\nor future Cisco subsidiary, you will have the<\/p>\n
\n
\nAgreement(s) for your assumed BNI Option(s) to the extent vested and outstanding
\nat the time of termination after which time your assumed BNI Option(s) will
\nexpire and NOT be exercisable for Cisco common stock.<\/p>\n
\npreferred brokers, the Charles Schwab Corporation (telephone number is ) or
\nMorgan Stanley Smith Barney (telephone number is ).<\/p>\n
\nwith your right and your employer153s right, which rights are expressly reserved,
\nto terminate your employment at any time for any reason. Future options, if any,
\nyou may receive from Cisco will be governed by the terms of the Cisco stock
\noption plan under which such options are granted, and such terms may be
\ndifferent from the terms of your assumed BNI Option(s), including, but not
\nlimited to, the time period in which you have to exercise vested options after
\nyour termination of employment.<\/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 Option(s)
\nwill not be exercisable.<\/p>\n
\nOption(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 Option(s) listed on the table above are hereby
\nassumed by Cisco and are as set forth in the Option Agreement(s) for such
\nassumed BNI Option(s), the Plan and this Stock Option Assumption Agreement.<\/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 one or more outstanding options to purchase shares of
\nBNI common stock granted to you under the Beaumaris Networks, Inc. 2009 Stock
\nPlan (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco
\nassumed all obligations of BNI under your outstanding option (or options). This
\nNon-U.S. Stock Option Assumption Agreement (the “Agreement”) evidences the terms
\nof Cisco153s assumption of an option (or options) to purchase BNI common stock
\ngranted to you under the Plan (the “BNI Option(s)”), and documented by a stock
\noption agreement (or stock option agreements) and any amendment(s) and\/or option
\nassumption agreements entered into by and between you and BNI (the “Option
\nAgreement(s)”), including the necessary adjustments for assumption of the BNI
\nOption(s) that are required by the Acquisition.<\/p>\n
\nthe Acquisition:<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \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<\/tr>\n \n Grant Date<\/strong><\/td>\n <\/td>\n [Field: Grant Date]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Type of Option<\/strong><\/td>\n <\/td>\n [Field: Grant Type]<\/em><\/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<\/tr>\n \n Cisco Number of Option Shares<\/strong><\/td>\n <\/td>\n [Field: Shares Granted]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Cisco Exercise Price Per Share<\/strong><\/td>\n <\/td>\n [Field: Option Price]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Number of Option Shares<\/strong><\/td>\n <\/td>\n [Field: Acquisition Shares]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Original Exercise Price Per Share<\/strong><\/td>\n <\/td>\n [Field: Acquisition Exercise Price]<\/em><\/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<\/tr>\n \n Expiration Date<\/strong><\/td>\n <\/td>\n [Field: Expiration Date]<\/em><\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n0.3067180780, as determined in accordance with the terms of the Merger
\nAgreement, and are intended to: (i) assure that the total spread of your assumed
\nBNI Option(s) (i.e., the difference between the aggregate fair market value and
\nthe aggregate exercise price) does not exceed the total spread that existed
\nimmediately prior to the Acquisition; and (ii) to preserve, on a per share
\nbasis, the ratio of exercise price to fair market value that existed immediately
\nprior to the Acquisition. The number of shares of Cisco<\/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-39979","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\/39979","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=39979"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39979"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39979"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39979"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}