Table of Contents
As filed with the Securities and Exchange Commission on October 2, 2008
Registration No. 333-             

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

CISCO SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)

California	 	77-0059951	
(State or Other Jurisdiction
of Incorporation or Organization)	 	(I.R.S. Employer
Identification No.)	
170 West Tasman Drive
San Jose, California 95134-1706
(Address of Principal Executive Offices) (Zip Code)
Options to purchase common stock and restricted stock units granted under the PostPath, Inc. 2003 Equity Incentive Plan, as amended, and the PostPath, Inc. 2008 Equity Incentive Plan, and assumed by the Registrant
(Full Title of the Plan)

John T. Chambers
Chairman and Chief Executive Officer
Cisco Systems, Inc.
300 East Tasman Drive
San Jose, California 95134-1706
(Name and Address of Agent For Service)
(408) 526-4000
(Telephone Number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   x	  	Accelerated filer   ¨	
Non-accelerated filer   ¨	  	Smaller reporting company   ¨	
(Do not check if a smaller reporting company)	
CALCULATION OF REGISTRATION FEE

 	
Title of Securities
To Be Registered	 	Amount To Be
Registered (1)	 	Proposed Maximum
Offering Price Per
Share	 	Proposed Maximum
Aggregate Offering Price	 	Amount of
Registration Fee	
In respect of assumed stock options: Common Stock,
$0.001 par value per share (2)	 	268,520 (2)	 	$0.81 (3)	 	$217,501.20 (3)	 	$8.55 (3)	
In respect of assumed restricted stock units: Common
Stock, $0.001 par value per share (4)	 	205,575 (4)	 	$22.23 (5)	 	$4,569,932.25 (5)	 	$179.60 (5)	
TOTAL	 	474,095	 	N/A	 	N/A	 	$188.15	

 
(1)	This Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock.	
 
(2)	Represents shares subject to issuance upon the exercise of stock options outstanding under the PostPath, Inc. 2003 Equity Incentive Plan, as amended, and assumed by the Registrant on September 17, 2008 pursuant to an Agreement and Plan of Merger by and among Registrant, a wholly owned subsidiary of Registrant, PostPath, Inc., and the Stockholders’ Agent.	
 
(3)	Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options.	
 
(4)	Represents shares subject to issuance in connection with restricted stock units outstanding under the PostPath, Inc. 2008 Equity Incentive Plan, and assumed by the Registrant on September 17, 2008 pursuant to an Agreement and Plan of Merger by and among Registrant, a wholly owned subsidiary of Registrant, PostPath, Inc. and the Stockholders’ Agent.	
 
(5)	Calculated solely for the purposes of this offering under rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Select Market on September 30, 2008.	

 

Table of Contents
 TABLE OF CONTENTS

PART II	  		  		
			
Item 3.	  	Incorporation of Documents by Reference	  	II-1	
			
Item 4.	  	Description of Securities	  	II-1	
			
Item 5.	  	Interests of Named Experts and Counsel	  	II-1	
			
Item 6.	  	Indemnification of Directors and Officers	  	II-1	
			
Item 7.	  	Exemption from Registration Claimed	  	II-2	
			
Item 8.	  	Exhibits	  	II-2	
			
Item 9.	  	Undertakings	  	II-3	
		
SIGNATURES	  	II-4	
		
EXHIBIT INDEX	  		
		
EXHIBIT 5.1	  		
		
EXHIBIT 23.1	  		
		
EXHIBIT 99.1	  		
		
EXHIBIT 99.2	  		
		
EXHIBIT 99.3	  		
		
EXHIBIT 99.4	  		

Table of Contents
PART II
Information Required in the Registration Statement
 
 Item 3.	Incorporation of Documents by Reference .	
Cisco Systems, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
 
 	(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended July 26, 2008 filed with the Commission on September 15, 2008 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);	
 
 	(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and	
 
 	(c)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (No. 000-18225) filed with the Commission on January 11, 1990, together with Amendment No. 1 on Form 8-A filed with the Commission on February 15, 1990, and including any other amendments or reports filed for the purpose of updating such description.	
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
 
 Item 4.	Description of Securities .	
Not applicable.
 
 Item 5.	Interests of Named Experts and Counsel .	
As of the date of this Registration Statement, attorneys of Fenwick & West LLP beneficially own an aggregate of approximately 225,000 shares of the Registrant’s common stock.
 
 Item 6.	Indemnification of Directors and Officers .	
Section 317 of the California Corporations Code authorizes a court to award or a corporation’s Board of Directors to grant indemnity to directors and officers in terms sufficiently broad to permit indemnification (including reimbursement of expenses incurred) under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers, and maintains directors’ and officers’ liability insurance under which its directors and officers are insured against loss (as defined in the policy) as a result of certain claims brought against them in such capacities.
 
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 Item 7.	Exemption from Registration Claimed .	
Not applicable.
 
 Item 8.	Exhibits .	

Exhibit
Number	  	Exhibit Description	  	Incorporated by Reference	  	Filed
Herewith	
	  		  	Form	  	File No.	  	Exhibit	  	Filing Date	  		
							
  4.1	  	Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.	  	S-3	  	333-56004	  	4.1	  	February 21,
2001	  		
							
  4.2	  	Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.	  	8-K	  	000-18225	  	3.1	  	March 23,
2007	  		
							
  5.1	  	Opinion and Consent of Fenwick & West LLP .	  		  		  		  		  	X	
							
23.1	  	Consent of Independent Registered Public Accounting Firm.	  		  		  		  		  	X	
							
23.2	  	Consent of Fenwick & West LLP (contained in Exhibit 5.1).	  		  		  		  		  	X	
							
24   	  	Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).	  		  		  		  		  	X	
							
99.1	  	PostPath, Inc. 2003 Equity Incentive Plan, as amended.	  		  		  		  		  	X	
							
99.2	  	PostPath, Inc. 2008 Equity Incentive Plan.	  		  		  		  		  	X	
							
99.3	  	Forms of Cisco Systems, Inc. Stock Option Assumption Agreement.	  		  		  		  		  	X	
							
99.4	  	Forms of Cisco Systems, Inc. Restricted Stock Unit Assumption Agreement.	  		  		  		  		  	X	
 
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 Item 9.	Undertakings .	
A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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Table of Contents
 SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on October 2, 2008.

Cisco Systems, Inc.	
		
By:	 	/s/ John T. Chambers	
	 	John T. Chambers,	
	 	Chairman and Chief Executive Officer	
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that the undersigned officers and directors of Cisco Systems, Inc., a California corporation, do hereby constitute and appoint John T. Chambers, Chairman and Chief Executive Officer, Frank A. Calderoni, Executive Vice President and Chief Financial Officer, and Mark Chandler, Senior Vice President, Legal Services, General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF , each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	  	Title	 	Date	
			
/s/ John T. Chambers
John T. Chambers	  	Chairman and Chief Executive Officer
(Principal Executive Officer)	 	October 2, 2008	
			
/s/ Frank A. Calderoni
Frank A. Calderoni	  	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	 	October 2, 2008	
			
/s/ Jonathan Chadwick
Jonathan Chadwick	  	Senior Vice President, Corporate Controller and Principal Accounting Officer	 	October 2, 2008	
 
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/s/ Carol A. Bartz
Carol A. Bartz	  	Lead Independent Director	 	October 2, 2008	

M. Michele Burns	  	Director	 		
			
/s/ Michael D. Capellas
Michael D. Capellas	  	Director	 	October 2, 2008	
			
/s/ Larry R. Carter
Larry R. Carter	  	Director	 	October 2, 2008	
			
/s/ Brian L. Halla
Brian L. Halla	  	Director	 	October 2, 2008	
			
/s/ John L. Hennessy
Dr. John L. Hennessy	  	Director	 	October 2, 2008	
			
/s/ Richard M. Kovacevich
Richard M. Kovacevich	  	Director	 	October 2, 2008	
			
/s/ Roderick C. McGeary
Roderick C. McGeary	  	Director	 	October 2, 2008	
			
/s/ Michael K. Powell
Michael K. Powell	  	Director	 	October 2, 2008	
			
/s/ Steven M. West
Steven M. West	  	Director	 	October 2, 2008	
			
/s/ Jerry Yang
Jerry Yang	  	Director	 	October 2, 2008	
 
II-5

Table of Contents
EXHIBIT INDEX

Exhibit
Number	  	Exhibit Description	  	Incorporated by Reference	  	Filed
Herewith	
	  		  	Form	  	File No.	  	Exhibit	  	Filing Date	  		
							
  4.1	  	Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.	  	S-3	  	333-56004	  	4.1	  	February 21,
2001	  		
							
  4.2	  	Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.	  	8-K	  	000-18225	  	3.1	  	March 23,
2007	  		
							
  5.1	  	Opinion and Consent of Fenwick & West LLP .	  		  		  		  		  	X	
							
23.1	  	Consent of Independent Registered Public Accounting Firm.	  		  		  		  		  	X	
							
23.2	  	Consent of Fenwick & West LLP (contained in Exhibit 5.1).	  		  		  		  		  	X	
							
24   	  	Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).	  		  		  		  		  	X	
							
99.1	  	PostPath, Inc. 2003 Equity Incentive Plan, as amended.	  		  		  		  		  	X	
							
99.2	  	PostPath, Inc. 2008 Equity Incentive Plan.	  		  		  		  		  	X	
							
99.3	  	Forms of Cisco Systems, Inc. Stock Option Assumption Agreement.	  		  		  		  		  	X	
							
99.4	  	Forms of Cisco Systems, Inc. Restricted Stock Unit Assumption Agreement.	  		  		  		  		  	X	

Exhibit 5.1
October 2, 2008
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed by Cisco Systems, Inc., a California corporation (“ Cisco ” or the “ Company ”), with the Securities and Exchange Commission (the “ Commission ”) on or about October 2, 2008 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 474,095 shares of Cisco’s Common Stock (the “ Shares ”) subject to issuance by Cisco upon the exercise of stock options (the “ Options ”) or the settlement of Restricted Stock Units (“ RSUs ”) granted under the PostPath, Inc. 2003 Equity Incentive Plan, as amended and the PostPath, Inc. 2008 Equity Incentive Plan (the “ Plans ” ) assumed by Cisco in accordance with the terms of an Agreement and Plan of Merger, dated as of August 26, 2008 by and among Cisco, Pamplona Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Cisco, PostPath, Inc., and the Stockholders’ Agent (the “ Merger Agreement ”). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:
 
 	(1)	the Company’s Restated Articles of Incorporation, certified by the California Secretary of State on February 16, 2006;	
 
 	(2)	the Company’s Amended and Restated Bylaws, as filed with the Securities and Exchange Commission as an exhibit to the Form 8-K filed March 23, 2007;	
 
 	(3)	the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;	
 
 	(4)	the Prospectus prepared in connection with the Registration Statement;	
 
 	(5)	resolutions that a representative of the Company has represented to us were adopted at a meeting of the Compensation and Management Development Committee of the Company’s Board of Directors on September 11, 2008, furnished to us by the Company;	
 
 	(6)	the stock records that the Company has provided to us (consisting of (i) a report from the Company’s transfer agent as of October 1, 2008 and (ii) a summary report from the Company as of October 1, 2008 of outstanding options to purchase the Company’s capital stock and stock reserved for issuance upon the exercise of options to be granted in the future);	

Cisco Systems, Inc.
October 2, 2008
Page 2
 
 	(7)	the Merger Agreement and all exhibits thereto, as well as the Certificate of Merger filed with the Delaware Secretary of State on September 17, 2008;	
 
 	(8)	the Plans, and their respective forms of agreements thereunder; and	
 
 	(9)	the forms of Cisco’s Stock Option Assumption Agreements and Restricted Stock Unit Assumption Agreements.	
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any such document and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Shares have been, or will be when issued, properly signed by authorized officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and representations made to us by representatives of the Company and have assumed the current accuracy and completeness of the information obtained from such documents and representations. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.
We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and of the State of California.

Cisco Systems, Inc.
October 2, 2008
Page 3
Based upon the foregoing, it is our opinion that the 474,095 Shares that may be issued and sold by the Company upon the exercise of the Options and settlement of the RSUs, when issued, sold and delivered in accordance with the applicable Plan and notices of stock option grant, stock option agreements, stock option assumption agreements and restricted stock unit assumption agreements entered into thereunder and in the manner and for the consideration stated in the Registration Statement and Prospectus will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,	
	
FENWICK & WEST LLP	
		
By:	 	/s/ Daniel J. Winnike	
	 	Daniel J. Winnike, a Partner	

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 12, 2008 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the 2008 Annual Report to Shareholders of Cisco Systems, Inc., which is incorporated by reference in Cisco Systems, Inc.’s Annual Report on Form 10-K for the year ended July 26, 2008. We also consent to the incorporation by reference of our report dated September 12, 2008 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

	
/s/ PricewaterhouseCoopers LLP	
San Jose, California
October 2, 2008	

Exhibit 99.1
POSTPATH, INC.
2003 EQUITY INCENTIVE PLAN
As Adopted on October 28, 2003
As Amended on November 9, 2004
As Amended on December 20, 2006
1. PURPOSE . The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company’s future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan which do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply if the Committee so provides.
2. SHARES SUBJECT TO THE PLAN .
2.1 Number of Shares Available . Subject to Sections 2.2 and 17 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 6,746,222 Shares or such lesser number of Shares as permitted by applicable law.
Subject to Sections 2.2, 5.10 and 17 hereof, Shares subject to Awards previously granted will again be available for grant and issuance in connection with future Awards under this Plan to the extent such Shares: (i) cease to be subject to issuance upon exercise of an Option, other than due to exercise of such Option; (ii) are subject to an Award granted hereunder but the Shares subject to such Award are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan.
2.2 Adjustment of Shares . In the event that the number of outstanding shares of the Company’s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (i) the number of Shares reserved for issuance under this Plan, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and (iii) the Purchase Prices of and number of Shares subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board

or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the Shares.
3. ELIGIBILITY . ISOs (as defined in Section 5 hereof) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted Stock Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than one Award under this Plan.
4. ADMINISTRATION .
4.1 Committee Authority . This Plan will be administered by the Committee or the Board if no Committee is created by the Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:
(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;
(b) prescribe, amend and rescind rules and regulations relating to this Plan;
(c) approve persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration subject to Awards;
(f) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;
(g) grant waivers of any conditions of this Plan or any Award;
(h) determine the terms of vesting, exercisability and payment of Awards;
(i) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement;
 
2

(j) determine whether an Award has been earned;
(k) make all other determinations necessary or advisable for the administration of this Plan; and
(l) extend the vesting period beyond a Participant’s Termination Date.
4.2 Committee Discretion . Unless in contravention of any express terms of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (i) at the time of grant of the Award, or (ii) subject to Section 5.9 hereof, at any later time. Any such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided such officer or officers are members of the Board.
5. OPTIONS . The Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ ISOs ”) or Nonqualified Stock Options (“ NQSOs ”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:
5.1 Form of Option Grant . Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“ Stock Option Agreement ”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.
5.2 Date of Grant . The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.
5.3 Exercise Period . Options may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“ Ten Percent Shareholder ”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. Subject to earlier termination of the Option as provided herein, to the extent section 25102(o) of the California Corporations Code is intended to apply, each Participant who is not an officer, director or consultant of the Company or of a Parent or Subsidiary of the Company shall have the right to exercise an Option granted hereunder at the rate of no less than twenty percent (20%) per year over five (5) years from the date such Option is granted.
 
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5.4 Exercise Price . The Exercise Price of an Option will be determined by the Committee when the Option is granted and may not be less than eighty-five percent (85%) of the Fair Market Value of the Shares on the date of grant; provided that (i) the Exercise Price of an ISO will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (ii) the Exercise Price of any Option granted to a Ten Percent Shareholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 7 hereof.
5.5 Method of Exercise . Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “ Exercise Agreement ”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (i) the number of Shares being purchased, (ii) the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (iii) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number of Shares being purchased.
5.6 Termination . Subject to earlier termination pursuant to Sections 17 and 18 hereof and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:
(a) If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of the Options.
(b) If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period, not exceeding five (5) years, after the
 
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Termination Date as may be determined by the Committee, with any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination Date when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options.
(c) If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.
5.7 Limitations on Exercise . The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable.
5.8 Limitations on ISOs . The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 18 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.
5.9 Modification, Extension or Renewal . The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any.
 
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5.10 No Disqualification . Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 1,000,000 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan.
6. RESTRICTED STOCK . A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the following:
6.1 Form of Restricted Stock Award . All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“ Restricted Stock Purchase Agreement ”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.
6.2 Purchase Price . The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee and will be at least eighty-five percent (85%) of the Fair Market Value of the Shares on the date the Restricted Stock Award is granted or at the time the purchase is consummated, except in the case of a sale to a Ten Percent Shareholder, in which case the Purchase Price will be one hundred percent (100%) of the Fair Market Value on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 7 hereof.
6.3 Restrictions . Restricted Stock Awards may be subject to the restrictions set forth in Section 11 hereof or such other restrictions not inconsistent with Section 25102(o) of the California Corporations Code.
7. PAYMENT FOR SHARE PURCHASES .
7.1 Payment . Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:
(a) by cancellation of indebtedness of the Company owed to the Participant;
 
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(b) by surrender of shares that: (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests;
(c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law;
(d) by waiver of compensation due or accrued to the Participant from the Company for services rendered;
(e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
(i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “ NASD Dealer ”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or
(ii) through a “margin” commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or
(f) by any combination of the foregoing.
7.2 Loan Guarantees . The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
8. WITHHOLDING TAXES .
8.1 Withholding Generally . Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.
 
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8.2 Stock Withholding . When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. All elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee.
9. PRIVILEGES OF STOCK OWNERSHIP .
9.1 Voting and Dividends . No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 11 hereof. To the extent required, the Company will comply with Section 260.140.1 of Title 10 of the California Code of Regulations with respect to the voting rights of Common Stock.
9.2 Financial Statements . The Company will provide financial statements to each Participant annually during the period such Participant has Awards outstanding, or as otherwise required under Section 260.140.46 of Title 10 of the California Code of Regulations. Notwithstanding the foregoing, the Company will not be required to provide such financial statements to Participants when issuance of Awards is limited to key employees whose services in connection with the Company assure them access to equivalent information.
10. TRANSFERABILITY . Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only by the Participant or Participant’s legal representative.
 
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11. RESTRICTIONS ON SHARES .
11.1 Right of First Refusal . At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, unless otherwise not permitted by Section 25102(o) of the California Corporations Code, provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act.
11.2 Right of Repurchase . At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time within the later of ninety (90) days after the Participant’s Termination Date and the date the Participant purchases Shares under the Plan at the Participant’s Purchase Price, provided that to the extent Section 25102(o) of the California Corporations Code is intended to apply, unless the Participant is an officer, director or consultant of the Company or of a Parent or Subsidiary of the Company, such right of repurchase lapses at the rate of no less than twenty percent (20%) per year over five (5) years from the date the Participant purchases the Shares.
12. CERTIFICATES . All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.
13. ESCROW; PLEDGE OF SHARES . To enforce any restrictions on a Participant’s Shares set forth in Section 11 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.
 
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14. EXCHANGE AND BUYOUT OF AWARDS . The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash, shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree.
15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE . Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan which do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply if the Committee so provides. An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (ii) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.
16. NO OBLIGATION TO EMPLOY . Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause.
17. CORPORATE TRANSACTIONS .
17.1 Assumption or Replacement of Awards by Successor or Acquiring Company . In the event of (i) a dissolution or liquidation of the Company, (ii) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “ combination transaction ”)) in which the Company is a constituent corporation or is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction ( other than any such securities that are held by an “Acquiring Shareholder”, as defined below) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation if the surviving corporation is owned by the parent corporation) that, immediately after the consummation of such combination
 
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transaction, together possess at least fifty percent (50%) of the total voting power of all securities of such surviving corporation (or its parent corporation, if applicable) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Shareholder; or (b) a sale of all or substantially all of the assets of the Company, that is followed by the distribution of the proceeds to the Company’s stockholders, any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders of the Company (after taking into account the existing provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 17.1. For purposes of this Section 17.1, an “ Acquiring Shareholder ” means a shareholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls a majority of another corporation that merges or combines with the Corporation in such combination transaction. In the event such successor or acquiring corporation (if any) does not assume, convert, replace or substitute Awards, as provided above, pursuant to a transaction described in this Section 17.1, then notwithstanding any other provision in this Plan to the contrary, the vesting of such Awards will accelerate and the Options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate in accordance with the provisions of this Plan.
17.2 Other Treatment of Awards . Subject to any greater rights granted to Participants under the foregoing provisions of this Section 17, in the event of the occurrence of any transaction described in Section 17.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan of reorganization, merger, consolidation, dissolution, liquidation or sale of assets.
17.3 Assumption of Awards by the Company . The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in substitution of such other company’s award or (ii) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.
 
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18. ADOPTION AND SHAREHOLDER APPROVAL . This Plan will become effective on the date that it is adopted by the Board (the “ Effective Date ”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (i) no Option may be exercised prior to initial shareholder approval of this Plan; (ii) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (iii) in the event that initial shareholder approval is not obtained within the time period provided herein, all Awards granted hereunder shall be canceled, any Shares issued pursuant to any Award shall be canceled and any purchase of Shares issued hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in the number of Shares approved by the Board which increase is not timely approved by stockholders shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded.
19. TERM OF PLAN/GOVERNING LAW . Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of shareholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of California.
20. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) of the California Corporations Code or the Code or the regulations promulgated thereunder as such provisions apply to ISO plans.
21. NONEXCLUSIVITY OF THE PLAN . Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
22. DEFINITIONS . As used in this Plan, the following terms will have the following meanings:
“ Award ” means any award under this Plan, including any Option or Restricted Stock Award.
“ Award Agreement ” means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award, including the Stock Option Agreement and Restricted Stock Agreement.
“ Board ” means the Board of Directors of the Company.
 
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“ Cause ” means Termination because of (i) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, (ii) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iii) any material breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (iv) Participant’s disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ” means the committee created and appointed by the Board to administer this Plan, or if no committee is created and appointed, the Board.
“ Company ” means PostPath, Inc. or any successor corporation.
“ Disability ” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.
“ Exercise Price ” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.
“ Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal ;
(b) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal ;
 
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(c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or
(d) if none of the foregoing is applicable, by the Committee  in good faith.
“ Option ” means an award of an option to purchase Shares pursuant to Section 5 hereof.
“ Parent ” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
“ Participant ” means a person who receives an Award under this Plan.
“ Plan ” means this PostPath, Inc. 2003 Equity Incentive Plan, as amended from time to time.
“ Purchase Price ” means the price at which a Participant may purchase Restricted Stock.
“ Restricted Stock ” means Shares purchased pursuant to a Restricted Stock Award.
“ Restricted Stock Award ” means an award of Shares pursuant to Section 6 hereof.
“ SEC ” means the Securities and Exchange Commission.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Shares ” means shares of the Company’s Common Stock, no par value per share, reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and any successor security.
“ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
“ Termination ” or “ Terminated ” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed
 
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by contract or statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the Company’s Board and issued and promulgated in writing. In the case of any Participant on (i) sick leave, (ii) military leave or (iii) an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “ Termination Date ”).
“ Unvested Shares ” means “ Unvested Shares ” as defined in the Award Agreement.
“ Vested Shares ” means “ Vested Shares ” as defined in the Award Agreement.
 
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Exhibit 99.2
POSTPATH, INC.
2008 EQUITY INCENTIVE PLAN
SECTION 1. INTRODUCTION .
The PostPath, Inc. 2008 Equity Incentive Plan became effective upon its adoption by the Company’s Board of Directors on the Effective Date, and must be approved by the stockholders of the Company, when required by applicable laws, within twelve (12) months following such date. If the Company’s stockholders do not approve this Plan, no Awards will be granted under this Plan.
The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by offering designated Employees and Consultants an opportunity to share in such long-term success by acquiring a proprietary interest in the Company. The Plan seeks to achieve this purpose by providing for discretionary long-term incentive awards in the form of Awards and Stock Units.
The Plan shall be governed by, and construed in accordance with, the laws of the State of California (except its choice-of-law provisions). Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or any related Stock Option Agreement or Stock Unit Agreement.
SECTION 2. DEFINITIONS . 
(a) “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
(b) “Award” means any award of an Option, Stock Grant or Stock Unit under the Plan.
(c) “Board” means the Board of Directors of the Company, as constituted from time to time.
(d) “Cashless Exercise” means, to the extent that a Stock Option Agreement so provides and as permitted by applicable law, a program approved by the Committee in which payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable.
(e) “Cause” means, except as may otherwise be provided in a Participant’s employment agreement or option agreement, a conviction of a Participant for a felony crime or the failure of a Participant to contest prosecution for a felony crime, or a Participant’s misconduct, fraud or dishonesty (as such terms are defined by the Committee in its sole discretion), or any unauthorized use or disclosure of confidential information or trade secrets, in each case as determined by the Committee, and the Committee’s determination shall be conclusive and binding.
(f) “Change In Control” means, except as may otherwise be provided in a Participant’s employment agreement, Stock Option Agreement or Stock Unit Agreement, the occurrence of any of the following:
(i) A change in the composition of the Board over a period of thirty-six consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have
 
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been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; or
(ii) The acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 35% of the total combined voting power of the Company’s then outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which the Board does not recommend such shareholders accept.
(g) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.
(h) “Committee” means a committee described in Section 3.
(i) “Common Stock” means the Company’s common stock.
(j) “Company” means PostPath, Inc., a Delaware corporation.
(k) “Consultant” means an individual who performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate, other than as an Employee or Director or Non-Employee Director.
(l) “Corporate Transaction” means, except as may otherwise be provided in a Participant’s employment agreement or Award agreement, the occurrence of any of the following shareholder approved transactions:
(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; or
(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets.
A transaction shall not constitute a Corporate Transaction if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions.
(m) “Director” means a member of the Board who is also an Employee.
(n) “Disability” means that the Participant is classified as disabled under a long-term disability policy of the Company or, if no such policy applies, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
(o) “Effective Date” means August 24, 2008, the date the Plan was adopted by the Company Board of Directors.
(p) “Employee” means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.
 
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(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r) “Exercise Price” means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.
(s) “Fair Market Value” means the market price of a Share as determined in good faith by the Committee. The Fair Market Value shall be determined by the following:
(i) If the Shares were traded over-the-counter or listed with NASDAQ on the date in question, then the Fair Market Value shall be equal to the last transaction price quoted by the NASDAQ system for the date in question; or
(ii) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange on the date in question, the Fair Market Value is the closing selling price for the Common Stock as such price is officially quoted in the composite tape of transactions on the exchange determined by the Committee to be the primary market for the Common Stock for the date in question.
If neither (i) or (ii) are applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate; provided, however, that if there is no such reported price for the Common Stock for the date in question under (i) or (ii), then if available such price on the last preceding date for which such price exists shall be determinative of Fair Market Value.
Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Western Edition of The Wall Street Journal . Such determination shall be conclusive and binding on all persons.
(t) “Fiscal Year” means the Company’s fiscal year.
(u) “Grant” means any grant of an Award under the Plan.
(v) “Incentive Stock Option” or “ISO” means an incentive stock option described in Code 422.
(w) “Specified Employee” means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Committee to receive a Stock Unit under the Plan.
(x) “Non-Employee Director” means a member of the Board who is not an Employee.
(y) “Nonstatuatory Stock Option” or “NSO” means a stock option that is not an ISO.
(z) “Option” means a stock option granted under the Plan entitling the Optionee to purchase Shares.
(aa) “Optionee” means an individual, estate or other entity that holds an Option.
(bb) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date
(cc) “Participant” means an individual or estate or other entity that holds an Award.
(dd) “Plan” means this PostPath, Inc. 2008 Equity Incentive Plan, as it may be amended from time to time.
 
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(ee) “SEC” means the Securities and Exchange Commission.
(ff) “Securities Act” means the Securities Act of 1933, as amended.
(gg) “Service” means service as an Employee, Director, Non-Employee Director or Consultant. A Participant’s Service does not terminate when continued service crediting is required by applicable law. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Committee determines which leaves count toward Service, and when Service terminates for all purposes under the Plan. Further, unless otherwise determined by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant provides service to the Company, a Parent, Subsidiary or Affiliate, or a transfer between entities (the Company or any Parent, Subsidiary, or Affiliate); provided that there is no interruption or other termination of Service.
(hh) “Share” means one share of Common Stock, as adjusted pursuant to Sections 8 and 9, and any successor security.
(ii) “Stock Option Agreement” means the agreement described in Section 6 evidencing each award of an Option.
(jj) “Stock Unit” means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.
(kk) “Stock Unit Agreement” means the agreement described in Section 8 evidencing each Award of a Stock Unit.
(ll) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date
SECTION 3. ADMINISTRATION . 
(a) General . The Board or a Committee appointed by the Board shall administer the Plan. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.
(b) Authority of the Committee . Subject to the provisions of the Plan, the Committee shall have full authority and sole discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include:
(i) selecting individuals who are to receive Options under the Plan;
(ii) determining the type, number, vesting requirements and other features and conditions of such Options and amending such Options;
(iii) selecting Specified Employees who are to receive Stock Units under the Plan;
(iv) determining the type, number, vesting requirements and other features and conditions of such Stock Units and amending such Stock Units;
(v) correcting any defect, supplying any omission, or reconciling any inconsistency in the Plan or any Award agreement;
(vi) accelerating the vesting, or extending the post-termination exercise term, of Awards at any time and under such terms and conditions as it deems appropriate;
(vii) interpreting the Plan; and
 
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(viii) making all other decisions relating to the operation of the Plan; and
(ix) adopting such plans or subplans as may be deemed necessary or appropriate to provide for the participation by Participants of the Company and its Subsidiaries and Affiliates who reside outside the U.S., which plans and/or subplans shall be attached hereto as Appendices.
The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.
(c) Indemnification . To the maximum extent permitted by applicable law, each member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Stock Option Agreement or Stock Unit Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.
SECTION 4. GENERAL .
(a) General Eligibility . Only Employees, Directors, Non-Employee Directors and Consultants shall be eligible to receive Options or Stock Units under the Plan.
(b) Stock Options . No person shall be eligible for the grant of an Option so long as Section 260.140.41(b) of Title 10 of the California Code of Regulations applies unless the requirements of such regulation are satisfied. No Option granted under the Plan is intended to qualify for the treatment afforded under Sections 421 and 422 of the Code.
(c) Restrictions on Shares . Any Shares issued pursuant to an Award shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine, in its sole discretion. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law. In no event shall the Company be required to issue fractional Shares under this Plan.
(d) Beneficiaries . Unless stated otherwise in an Award Agreement, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. If no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate.
(e) No Rights as a Stockholder . A Participant, or a transferee of a Participant, shall have no rights as a stockholder with respect to any Common Stock covered by an Award until such person has satisfied all of the terms and conditions to receive such Common Stock, has satisfied any applicable withholding or tax obligations relating to the Award and the Shares have been issued (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).
(f) Termination of Service . Unless the applicable Award agreement or, with respect to Participants who reside in the U.S., the applicable employment agreement provides otherwise, the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the event of
 
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termination of such Participant’s Service (in all cases subject to the term of the Award): (i) upon termination of Service for any reason, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration and the vested portions of any outstanding Stock Units shall be settled upon termination; (ii) if the Service of a Participant is terminated for Cause, then all unexercised Options, and unvested portions of Stock Units, shall terminate and be forfeited immediately without consideration; (iii) if the Service of Participant is terminated for any reason other than for Cause, death, or Disability, then the vested portion of his/her then-outstanding Options may be exercised by such Participant or his or her personal representative within three months after the date of such termination; or (iv) if the Service of a Participant is terminated due to death or Disability, the vested portion of his/her then-outstanding Options may be exercised within eighteen months after the date of termination of Service.
(g) Information Delivery . When required to comply with Section 260.140.41(h) of Title 10 of the California Code of Regulations, the security holders to whom such information is required to be provided shall be provided the information required by Section 260.140.46 of Title 10 of the California Code of Regulations not less frequently than annually.
SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS . 
(a) Basic Limitation . The stock issuable under the Plan shall be authorized but unissued Shares. The aggregate number of Shares reserved for Awards under the Plan shall not exceed 1,500,000 Shares, subject to adjustment pursuant to Section 9 and, when required, compliance with the shareholder approval requirements of Section 260.140.45 of Title 10 of the California Code of Regulations.
(b) Additional Shares . If Awards are forfeited or are terminated for any other reason before being exercised, then the Shares underlying such Awards shall again become available for Awards under the Plan.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS .
(a) Stock Option Agreement . Each grant of an Option under the Plan shall be evidenced and governed exclusively by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Option Agreement (including without limitation any performance conditions). The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.
(b) Number of Shares . Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall be subject to adjustment of such number in accordance with Section 9.
(c) Exercise Price . An Option’s Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement.
(d) Exercisability and Term . Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an Option shall in no event exceed nine years from the date of grant. Unless the applicable Stock Option Agreement provides otherwise, each Option shall vest and become exercisable with respect to 20% of the Shares subject to the Option upon completion of one year of Service measured from the vesting commencement date, the balance of the Shares subject to the Option shall vest and become exercisable in forty-eight equal installments upon completion of each month of Service thereafter, and the term of the Option shall be nine years from the date of grant. A Stock Option Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, or other events. Notwithstanding any other provision of the Plan, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement and no Option may provide that, upon exercise of the Option, a new Option will automatically be granted.
 
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(e) Modifications of Options . Within the limitations of the Plan, the Committee may modify outstanding Options provided that no modification of an Option shall, without the consent of the Optionee, impair his or her rights under such Option.
(f) Assignment or Transfer of Options . Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent permitted by applicable law, no Option shall be transferable by the Optionee other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime of the Optionee only by the Optionee or by the guardian or legal representative of the Optionee. No Option or interest therein may be assigned, pledged or hypothecated by the Optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.
SECTION 7. PAYMENT FOR OPTION SHARES . 
The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash at the time when such Shares are purchased, except as follows and only if so provided for in an applicable Stock Option Agreement:
(i) Surrender of Stock . Payment for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee; provided that the Committee may, in its sole discretion, require that Shares tendered for payment be previously held by the Optionee for a minimum duration. Such Shares shall be valued at their Fair Market Value.
(ii) Cashless Exercise . Payment for all or any part of the Exercise Price may be made through Cashless Exercise.
(iii) Other Forms of Payment . Payment for all or any part of the Exercise Price may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Committee.
The Stock Option Agreement may specify that payment may be made in any form(s) described in this Section 7.
SECTION 8. TERMS AND CONDITIONS OF STOCK UNITS .
(a) Stock Unit Agreement . Each grant of Stock Units under the Plan shall be evidenced and governed exclusively by a Stock Unit Agreement between the Specified Employee and the Company. Such Stock Unit shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Unit Agreement (including without limitation any performance conditions). The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the Specified Employee’s other compensation.
(b) Number of Shares . Each Stock Unit Agreement shall specify the number of Shares to which the Stock Unit Grant pertains and shall be subject to adjustment of such number in accordance with Section 9.
(c) Payment for Stock Units . Stock Units shall be issued without consideration.
 
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(d) Vesting Conditions . Unless the applicable Stock Unit Agreement provides otherwise, each stock Unit shall vest with respect to 25% of the Shares subject to the Stock Unit upon completion of each year of Service on each of the first through fourth annual anniversaries of the vesting commencement date.
(e) Voting Rights . The holders of Stock Units shall have no voting rights.
(f) Form and Time of Settlement . Settlement of vested Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Committee at the time of grant of the Stock Units, in its sole discretion. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments, provided, however, that any settlement of Vested Stock Units in installments shall comply with the provisions regarding deferred compensation set forth in Section 409A of the Code . The distribution may occur or commence when the vesting conditions applicable to the Stock Units have been satisfied or have lapsed, in accordance with applicable law, to any later date. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 9.
(g) Creditors’ Rights . A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.
(h) Modifications or Assumption of Stock Units . Within the limitations of the Plan, the Committee may modify or assume outstanding Stock Units or may accept the cancellation of outstanding Stock Units (including stock units granted by another issuer) in return for the grant of new Stock Units for the same or a different number of Shares and with the same or different vesting provisions. Notwithstanding the preceding sentence or anything to the contrary herein, no modification of a Stock Unit shall, without the consent of the Specified Employee, impair his or her rights or obligations under such Stock Unit.
(i) Assignment or Transfer of Stock Units . Except as otherwise provided in the applicable Stock Unit Agreement and then only to the extent permitted by applicable law, Stock Units shall not be anticipated, assigned, attached garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 8(i) shall be void. However, this Section 8(i) shall not preclude a Specified Employee from designating a beneficiary who will receive any outstanding vested Stock Units in the event of the Specified Employee’s death, nor shall it preclude a transfer of vested Stock Units by will or by the laws of descent and distribution.
SECTION 9. PROTECTION AGAINST DILUTION . 
(a) Adjustments . In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate adjustments to the following:
(i) the number of Shares and the kind of shares or securities available for future Awards under Section 5;
(ii) the number of Shares and the kind of shares or securities covered by each outstanding Award; or
(iii) the Exercise Price under each outstanding Option.
 
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(b) Participant Rights . Except as provided in this Section 9, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. If by reason of an adjustment pursuant to this Section 9 a Participant’s Award covers additional or different shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment.
(c) Fractional Shares . Any adjustment of Shares pursuant to this Section 9 shall be rounded down to the nearest whole number of Shares. Under no circumstances shall the Company be required to authorize or issue fractional shares and no consideration shall be provided as a result of any fractional shares not being issued or authorized.
SECTION 10. EFFECT OF A CORPORATE TRANSACTION . 
(a) Corporate Transaction . In the event that the Company is a party to a Corporate Transaction, outstanding Awards shall be subject to the applicable agreement of merger, reorganization, or sale of assets. Such agreement may provide, without limitation, for the assumption or substitution of outstanding Options or Stock Units by the surviving corporation or its parent, for the replacement of outstanding Options and Stock Units with a cash incentive program of the surviving corporation which preserves the spread existing on the unvested portions of such outstanding Awards at the time of the transaction and provides for subsequent payout in accordance with the same vesting provisions applicable to those Awards, or for the cancellation of outstanding Options and/or Stock Units, with or without consideration, in all cases without the consent of the Participant.
(b) Acceleration . The Committee may determine, at the time of grant of an Award or thereafter, that such Award shall become fully vested as to all Shares subject to such Award in the event that a Corporate Transaction or a Change in Control occurs. Unless otherwise provided in the applicable Award agreement, in the event that a Corporate Transaction occurs and any outstanding Options or Stock Units are not assumed, substituted, or replaced, then such Options or Stock Units shall terminate and cease to be outstanding.
(c) Dissolution . To the extent not previously exercised or settled, Options or Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.
SECTION 11. LIMITATIONS ON RIGHTS . 
(a) No Entitlements . A Participant’s rights, if any, in respect of or in connection with any Award is derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.
Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an employee, consultant or director of the Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the Company’s Certificate of Incorporation and Bylaws and a written employment agreement (if any), and such terminated person shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.
 
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(b) Stockholders’ Rights . A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Shares covered by his or her Award prior to the issuance of such Shares (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company). No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such Shares are issued, except as expressly provided in Section 9.
(c) Regulatory Requirements . Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares or other securities under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities, to their registration, qualification or listing or to an exemption from registration, qualification or listing.
SECTION 12. WITHHOLDING TAXES . 
(a) General . A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.
(b) Share Withholding . If a public market for the Company’s Shares exists, the Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering or attesting to all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued based on the value of the actual trade or, if there is none, the Fair Market Value as of the previous day. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the SEC. The Committee may, in its discretion, also permit a Participant to satisfy withholding or income tax obligations related to an Award through Cashless Exercise or through a sale of Shares underlying the Award.
SECTION 13. DURATION AND AMENDMENTS . 
(a) Term of the Plan . The Plan shall become effective upon its approval by the Company’s stockholders subject to compliance, when required with Section 260.140.41(g) of Title 10 of the California Code of Regulations. The Plan shall terminate on the tenth anniversary of the date of approval by the Company’s stockholders and may be terminated on any earlier date pursuant to this Section 13.
(b) Right to Amend or Terminate the Plan . The Board may amend or terminate the Plan at any time and for any reason. The termination of the Plan, or any amendment thereof, shall not impair the rights or obligations of any Participant under any Award previously granted under the Plan without the Participant’s consent. No Awards shall be granted under the Plan after the Plan’s termination. An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent such approval is otherwise required by applicable laws, regulations or rules.
 
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Exhibit 99.3
CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear ____________:
As you know, on September 17, 2008, (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired PostPath, Inc. (“PostPath”) (the “Acquisition”) pursuant to the Agreement and Plan of Reorganization by and among Cisco Systems, Inc., Pamplona Acquisition Corp., and PostPath dated as of August 26, 2008 (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of PostPath common stock granted to you under the 2003 Equity Incentive Plan of PostPath (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of PostPath under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase PostPath common stock granted to you under the Plan (the “PostPath Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and PostPath (the “Option Agreement(s)”), including the necessary adjustments for assumption of the PostPath Option(s) that are required by the Acquisition.
The table below summarizes your PostPath Option(s) immediately before and after the Acquisition:

POSTPATH OPTION	 	ASSUMED OPTION	
Grant Date	 	Option
Type	 	No. of PostPath Shares	 	Exercise Price
per Share	 	No. of Cisco Shares	  	Exercise Price
per Share	
	 		 		 		 		  		
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.2384067806 as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed PostPath Option(s) ( i.e. , the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. If applicable, and to the extent allowable by law, the adjustments are also intended to retain “incentive stock option” status under U.S. tax laws. The number of shares of Cisco common stock subject to your assumed PostPath Option(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your PostPath Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed PostPath Option(s) was determined by dividing the exercise price per share of your PostPath Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.

Unless the context otherwise requires, any references in the Plan and the Option Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. All references in the Option Agreement(s) and the Plans relating to your status as an employee or consultant of PostPath will now refer to your status as an employee of Cisco or any present or future Cisco subsidiary.
The vesting commencement date, vesting schedule and expiration date of your assumed PostPath Option(s) remain the same as set forth in the Option Agreement(s) (in this respect, please note that any discussion of option terms (including vesting acceleration) in any employment offer letter (whether from Cisco, PostPath, or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed PostPath Option(s)) but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed PostPath Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and, the only permissible methods to exercise your assumed PostPath Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed PostPath Option(s) remain the same as set forth in the Option Agreement(s), and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed PostPath Option(s) may be “early exercised” ( i.e. , an assumed PostPath Option may be exercised for shares of Cisco common stock only to the extent the assumed PostPath Option is vested at the time of exercise pursuant to the applicable vesting schedule) and (ii) as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition. Upon termination of your employment with Cisco or any present or future Cisco subsidiary, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) for your assumed PostPath Option(s) to the extent vested and outstanding at the time of termination after which time your assumed PostPath Option(s) will expire and NOT be exercisable for Cisco common stock.
To exercise your assumed PostPath Option(s), you must utilize one of Cisco’s preferred brokers, the Charles Schwab Corporation (telephone number is ________________) or Smith Barney (telephone number is ___________________).
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Nothing in this Agreement or the Option Agreement(s) interferes in any way with your right and your employer’s right, which rights are expressly reserved, to terminate your employment at any time for any reason. Future options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed PostPath Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of employment.
Please sign and date this Agreement, as soon as possible, and return a signed original as soon as possible to _____________ at PostPath.
Until an original of your fully executed Acknowledgment (below) is received by Cisco’s Stock Administration Department your Cisco account will not be activated and your assumed PostPath Option(s) will not be exercisable . If you have any questions regarding this Agreement or your assumed PostPath Option(s), please contact _______________ at ________________.

CISCO SYSTEMS, INC.	
		
By:	 	/s/ Mark Chandler	
	 	Mark Chandler	
	 	Corporate Secretary	
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands and agrees that all rights and liabilities with respect to the assumed PostPath Option(s) listed on the table above are hereby assumed by Cisco and are as set forth in the Option Agreement(s) for such assumed PostPath Option(s), the Plans (as applicable) and this Stock Option Assumption Agreement and agrees to the terms as set forth in such Stock Option Assumption Agreement.

		
DATED: __________________, 2008	  	_________________________________________________________	
		
	  	___________________- Optionee	
		
	  	Address: ___________________________________	
		
	  	_________________________________________________________	
	  	Cisco ID No.: _____________________	
ATTACHMENTS
Exhibit A – Form S-8 Prospectus
 
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CISCO SYSTEMS, INC.
STOCK OPTION ASSUMPTION AGREEMENT
FOR NON-U.S. EMPLOYEES
Dear _________:
As you know, on September 17, 2008, (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired PostPath, Inc. (“PostPath”) (the “Acquisition”) pursuant to the Agreement and Plan of Reorganization by and among Cisco Systems, Inc., Pamplona Acquisition Corp., and PostPath dated as of August 26, 2008 (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase Shares of PostPath common stock granted to you under the 2003 Equity Incentive Plan of PostPath (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of PostPath under your outstanding option (or options). This Stock Option Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of an option (or options) to purchase PostPath common stock granted to you under the Plan (the “PostPath Option(s)”), and documented by a stock option agreement (or stock option agreements) and any amendment(s) and/or option assumption agreements entered into by and between you and PostPath (the “Option Agreement(s)”), including the necessary adjustments for assumption of the PostPath Option(s) that are required by the Acquisition.
The table below summarizes your PostPath Option(s) immediately before and after the Acquisition:

POSTPATH OPTION	 	ASSUMED OPTION	
Grant
Date	 	Option
Type	 	No. of PostPath Shares	 	Exercise Price
per Share	 	No. of Cisco Shares	  	Exercise Price
per Share	
	 		 		 		 		  		
The post-Acquisition adjustments are based on the Option Exchange Ratio of 0.2384067806, as determined in accordance with the terms of the Merger Agreement, and are intended to: (i) assure that the total spread of your assumed PostPath Option(s) ( i.e. , the difference between the aggregate fair market value and the aggregate exercise price) does not exceed the total spread that existed immediately prior to the Acquisition; and (ii) to preserve, on a per share basis, the ratio of exercise price to fair market value that existed immediately prior to the Acquisition. If applicable, and to the extent allowable by law, the adjustments are also intended to retain “incentive stock option” status under U.S. tax laws. The number of shares of Cisco common stock subject to your assumed PostPath Option(s) was determined by multiplying the Option Exchange Ratio by the number of Shares remaining subject to your PostPath Option(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock. The exercise price per share of your assumed PostPath Option(s) was determined by dividing the exercise price per share of your PostPath Option(s) by the Option Exchange Ratio and rounding the resulting quotient up to the next whole cent.
 
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Unless the context otherwise requires, any references in the Plan and the Option Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. All references in the Option Agreement(s) and the Plan relating to your status as an employee or consultant of PostPath will now refer to your status as an employee of Cisco or any present or future Cisco subsidiary.
The vesting commencement date, vesting schedule and expiration date of your assumed PostPath Option(s) remain the same as set forth in the Option Agreement(s), but with the number of shares subject to each vesting installment and the exercise price per share adjusted to reflect the effect of the Acquisition. Vesting of your assumed PostPath Option(s) will be suspended during all leaves of absence in accordance with Cisco’s policies and, the only permissible methods to exercise your assumed PostPath Option(s) are cash, check, wire transfer, or through a cashless exercise program with a Cisco-designated broker. All other provisions which govern either the exercise or the termination of your assumed PostPath Option(s) remain the same as set forth in the Option Agreement(s), and the provisions of the Option Agreement(s) will govern and control your rights under this Agreement to purchase shares of Cisco common stock, except (i) no assumed PostPath Option(s) may be “early exercised” ( i.e. , an assumed PostPath Option may be exercised for shares of Cisco common stock only to the extent the assumed PostPath Option is vested at the time of exercise pursuant to the applicable vesting schedule) and (ii) as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition. Upon termination of your active employment with Cisco or any present or future Cisco subsidiary, you will have the applicable limited post-termination exercise period specified in your Option Agreement(s) for your assumed PostPath Option(s) to the extent vested and outstanding at the time of termination, after which time your assumed PostPath Option(s) will expire and NOT be exercisable for Cisco common stock.
To exercise your assumed PostPath Option(s), you must utilize one of Cisco’s preferred brokers, the Charles Schwab Corporation (telephone number is _________________) or Smith Barney (telephone number is _______________).
Nothing in this Agreement or the Option Agreement(s) interferes in any way with your right and your employer’s the “Employer’s”) right, which rights are expressly reserved, to terminate your employment at any time for any reason and whether or not in breach of local labor laws. Future options, if any, you may receive from Cisco will be governed by the terms of the Cisco stock option plan under which such options are granted, and such terms may be different from the terms of your assumed PostPath Option(s), including, but not limited to, the time period in which you have to exercise vested options after your termination of your active employment.
The following are additional terms and conditions of your Options:
Prior to exercise of the assumed PostPath Option(s) (or conversion/acceleration of vesting of the assumed PostPath Option(s) if the conversion/acceleration is a taxable event in your country), you authorize Cisco and/or the Employer to meet the obligation for income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) in relation to your assumed PostPath Option(s) by withholding all applicable Tax-Related Items from your wages or other cash compensation paid to you by Cisco and/or the
 
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Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, Cisco may (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that Cisco withholds only the amount of Shares necessary to satisfy the minimum withholding amount. If the obligation for Tax-Related Items is satisfied by withholding Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to this Agreement, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due. Finally, you must pay to Cisco or the Employer any amount of Tax-Related Items that Cisco or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Cisco may refuse to honor the exercise, refuse to convert your assumed PostPath Option(s) and/or refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Paragraph.
Regardless of any action Cisco or the Employer takes with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and that Cisco and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PostPath Option(s), including the grant, vesting, conversion into options over Cisco Stock or exercise of the PostPath Option(s), any acceleration of vesting, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the conversion of PostPath Option(s) into options over Cisco Stock, any acceleration of vesting or any aspect of the PostPath Option(s) to reduce or eliminate your liability for Tax-Related Items.
*****
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal information as described in this Agreement by and among, as applicable, the Employer, and Cisco and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Cisco and the Employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in Cisco, details of all assumed PostPath Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as
 
-6-

may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon exercise of the assumed PostPath Option(s). You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan.
For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
*****
By signing below, you hereby acknowledge and agree as follows: (a) the Plan is discretionary in nature and may be modified, amended, suspended or terminated by Cisco at any time, unless otherwise provided in the Plan and this Agreement or the Option Agreements; (b) the assumed PostPath Option(s) you were granted were voluntarily given and do not create any contractual or other right to receive future grants of PostPath or Cisco options, or benefits in lieu of PostPath Options, even if PostPath Options have been granted repeatedly in the past; (c) all decisions with respect to future grants of Options, if any, will be at the sole discretion of Cisco; (d) your participation in the Plan will not create a right to further employment with Cisco, its subsidiaries or affiliates or your actual Employer; (e) you are voluntarily participating in the Plan; (f) the assumed PostPath Options are extraordinary in that they do not constitute compensation of any kind for services of any kind rendered to Cisco or the Employer and are outside the scope of your employment contract, if any; (g) the assumed PostPath Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Cisco, PostPath or the Employer; (h) in the event that you are not an employee of Cisco ( e.g., you are employed by a subsidiary or affiliate of Cisco), the assumed PostPath Option(s) will not be interpreted to form an employment contract or relationship with Cisco; and furthermore, the assumed PostPath Option(s) will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Cisco; (i) the future value of Cisco Stock is unknown and cannot be predicted with certainty; (j) if you exercise your assumed PostPath Option(s) and acquire shares of Cisco Stock under the assumed PostPath Option(s), the value of the Cisco Stock acquired may increase or decrease in value; (k) in consideration of the conversion of the assumed PostPath Option(s), no claim or entitlement to compensation or damages shall arise from termination of the assumed PostPath Option(s) or diminution in value of the assumed PostPath Option(s) or Cisco Stock acquired through the assumed PostPath Option(s) which results from termination of your employment by Cisco or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Cisco and the Employer from any such claim that may arise; if notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you will be deemed irrevocably to have waived your entitlement to pursue such a claim; (l) in the event of
 
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termination of your employment (whether or not in breach of local labor laws), your right to vest in the assumed PostPath Option(s) under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (m) Cisco is not providing any tax, legal or financial advice, nor is Cisco making any recommendations regarding your participation in the Plan, or your acquisition or sale of Cisco Stock; and (n) you are hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
You hereby acknowledge and agree as follows: (a) the conversion and adjustment of your assumed PostPath Option(s) and/or acceleration of vesting of your assumed PostPath Option(s) to awards over Cisco Shares may have adverse tax and social insurance contribution consequences, including but not limited to any loss of tax and social insurance qualified status and the inability to obtain a tax or social insurance refund for taxes or contributions already paid on such assumed PostPath Option(s), and that PostPath, Cisco and your Employer do not take any responsibility or liability with respect to the loss of tax and social insurance qualified status of your assumed PostPath Option(s); (b) you received information regarding the adjustment and conversion of your assumed PostPath Option(s); and (c) you acknowledge that exercise and vesting of your assumed PostPath Option(s) is contingent upon compliance with applicable local laws; in particular, if allowing you to exercise or receive assumed PostPath Option(s) would not be compliant with applicable foreign securities laws, you will not be permitted to purchase or receive Shares under this Agreement.
Exchange Control Information. If Optionee exercises his or her Option Shares by using the cash purchase method of exercise, Optionee will need to declare the purpose of the remittance to Optionee’s local bank. If the Exercise Price exceeds BUN 25,000, Optionee will need to provide documentation evidencing the underlying transaction
You acknowledge that if you have received this Agreement or any other documents related to the Plan translated into a language other than English, and if the translated version is different from the English version, the English version will control. Cisco may, in its sole discretion, decide to deliver any documents related to the assumed PostPath Option(s) and this Agreement by electronic means or to request your consent to future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by Cisco, the Charles Schwab Corporation or other third party designated by Cisco.
 
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Please sign and date this Agreement, as soon as possible, and return a signed original as soon as possible to ________________ at PostPath.
Until an original of your fully executed Acknowledgment (below) is received by Cisco’s Stock Administration Department your Cisco account will not be activated and your assumed PostPath Option(s) will not be exercisable . If you have any questions regarding this Agreement or your assumed PostPath Option(s), please contact ______________ at _____________________.

CISCO SYSTEMS, INC.	
		
By:	 	/s/ Mark Chandler	
	 	Mark Chandler	
	 	Corporate Secretary	
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option Assumption Agreement and understands and agrees that all rights and liabilities with respect to the assumed PostPath Option(s) listed on the table above are hereby assumed by Cisco and are as set forth in the Option Agreement(s) for such assumed PostPath Option(s), the Plan and this Stock Option Assumption Agreement and agrees to the terms as set forth in such Stock Option Assumption Agreement.

		
DATED: __________________, 2008	  	_________________________________________________________	
		
	  	___________________- Optionee	
		
	  	Address: ___________________________________	
		
	  	_________________________________________________________	
	  	Cisco ID No.: _____________________	
ATTACHMENTS
Exhibit A – Form S-8 Prospectus
 
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Exhibit 99.4
CISCO SYSTEMS, INC.
RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT
Dear _______________:
As you know, on September 17, 2008, (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired PostPath, Inc. (“PostPath”) (the “Acquisition”) pursuant to the Agreement and Plan of Reorganization by and among Cisco Systems, Inc., Pamplona Acquisition Corp., and PostPath dated as of August 26, 2008 (the “Merger Agreement”). On the Closing Date you held one or more outstanding restricted stock unit awards to acquire shares of PostPath common stock granted to you under the 2008 Equity Incentive Plan of PostPath (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of PostPath under your outstanding restricted stock unit award (or restricted stock unit awards). This Restricted Stock Unit Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of a restricted stock unit award (or restricted stock unit awards) to acquire PostPath common stock granted to you under the Plan (the “PostPath RSU(s)”), and documented by a restricted stock unit agreement (or restricted stock unit agreements) and any amendment(s) and/or restricted stock unit assumption agreements entered into by and between you and PostPath (the “RSU Agreement(s)”), including the necessary adjustments for assumption of the PostPath RSU(s) that are required by the Acquisition.
The table below summarizes your PostPath RSU(s) immediately before and after the Acquisition:

POSTPATH RSU	  	ASSUMED RSU	
Grant Date	 	No. of PostPath Shares	  	No. of Cisco Shares	
	 		  		
The post-Acquisition adjustments are based on the exchange ratio of 0.2384067806 as determined in accordance with the terms of the Merger Agreement, and are intended to preserve immediately after the Acquisition the aggregate fair market value of the underlying shares immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed PostPath RSU(s) was determined by multiplying the Option Exchange Ratio by the number of shares remaining subject to your PostPath RSU(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock.
Unless the context otherwise requires, any references in either of the Plan and the RSU Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. All references in the RSU Agreement(s) and the Plan relating to your status as an employee or consultant of PostPath will now refer to your status as an employee of Cisco or any present or future Cisco subsidiary.

The vesting commencement date, vesting schedule and expiration date of your assumed PostPath RSU(s) remain the same as set forth in the RSU Agreement(s) (in this respect, please note that any discussion of terms (including vesting acceleration) in any employment offer letter (whether from Cisco, PostPath, or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed PostPath RSU(s)) but with the number of shares subject to each vesting installment adjusted to reflect the effect of the Acquisition. Vesting of your assumed PostPath RSU(s) will be suspended during all leaves of absence in accordance with Cisco’s policies. All other provisions which govern either the settlement or the termination of your assumed PostPath RSU(s) remain the same as set forth in the RSU Agreement(s), and the provisions of the RSU Agreement(s) will govern and control your rights under this Agreement to acquire shares of Cisco common stock, except as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition. Upon termination of your employment with Cisco, or any present or future Cisco subsidiary, your assumed PostPath RSU(s) will immediately expire.
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Nothing in this Agreement or the RSU Agreement(s) interferes in any way with your right and your employer’s right, which rights are expressly reserved, to terminate your employment at any time for any reason. Future stock awards, if any, that you may receive from Cisco will be governed by the terms of the Cisco plan under which such stock awards are granted, and such terms may be different from the terms of your assumed PostPath RSU(s).
Please sign and date this Agreement, as soon as possible, and return a signed original as soon as possible to ________________ at PostPath.
Until an original of your fully executed Acknowledgment (below) is received by Cisco’s Stock Administration Department your Cisco account will not be activated and your assumed PostPath RSU(s) will not be exercisable . If you have any questions regarding this Agreement or your assumed PostPath RSU(s), please contact ____________ at __________________.

CISCO SYSTEMS, INC.	
		
By:	 	/s/ Mark Chandler	
	 	Mark Chandler	
	 	Corporate Secretary	
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Restricted Stock Unit Assumption Agreement and understands and agrees that all rights and liabilities with respect to the assumed PostPath RSU(s) listed on the table above are hereby assumed by Cisco and are as set forth in the RSU Agreement(s) for such assumed PostPath RSU(s), the Plan (as applicable) and this Restricted Stock Unit Assumption Agreement and agrees to the terms as set forth in such Restricted Stock Unit Assumption Agreement.

		
DATED: __________________, 2008	  	_________________________________________________________	
		
	  	___________________- Optionee	
		
	  	Address: ___________________________________	
		
	  	_________________________________________________________	
	  	Cisco ID No.: _____________________	
ATTACHMENTS
Exhibit A – Form S-8 Prospectus
 
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CISCO SYSTEMS, INC.
STOCK UNITS ASSUMPTION AGREEMENT
FOR NON-U.S. EMPLOYEES
Dear ____________:
As you know, on September 17, 2008, (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired PostPath, Inc. (“PostPath”) (the “Acquisition”) pursuant to the Agreement and Plan of Reorganization by and among Cisco Systems, Inc., Pamplona Acquisition Corp., and PostPath dated as of August 26, 2008 (the “Merger Agreement”). On the Closing Date, you held one or more outstanding awards of Stock Units (“Stock Units”) to acquire Shares of PostPath common stock granted to you under the 2008 Equity Incentive Plan of PostPath (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of PostPath under your outstanding Stock Units. This Stock Units Assumption Agreement (the “Agreement”) evidences the terms of Cisco’s assumption of a Stock Unit (or Stock Units) to acquire PostPath common stock granted to you under the Plan (the “PostPath Stock Unit(s)”), and documented by a Stock Units Agreement (or “Stock Unit Agreements”) and any amendment(s) and/or Stock Units Assumption Agreements entered into by and between you and PostPath (the “Stock Unit Agreement(s)”), including the necessary adjustments for assumption of the PostPath Stock Unit(s) that are required by the Acquisition.
The table below summarizes your PostPath Stock Units(s) immediately before and after the Acquisition:

PostPath STOCK UNITS	  	ASSUMED STOCK UNITS	
Grant Date	  	No. of PostPath Stock Units	  	No. of Cisco Stock Units	
	  		  		
The post-Acquisition adjustments are based on the Stock Unit Exchange Ratio of 0.2384067806, as determined in accordance with the terms of the Merger Agreement, and are intended to preserve immediately after the Acquisition the aggregate fair market value of the underlying shares immediately prior to the Acquisition. The number of shares of Cisco common stock subject to your assumed PostPath Stock Unit(s) was determined by multiplying the Stock Unit Exchange Ratio by the number of Shares remaining subject to your PostPath Stock Unit(s) on the Closing Date and rounding the resulting product down to the next whole number of shares of Cisco common stock.
Unless the context otherwise requires, any references in either the Plan and the Stock Unit(s) Agreement(s) to: (i) the “Company” or the “Corporation” means Cisco, (ii) “Stock,” “Common Stock” or “Shares” means shares of Cisco common stock, (iii) the “Board of Directors” or the “Board” means the Board of Directors of Cisco and (iv) the “Committee” means the Compensation and Management Development Committee of the Board of Directors of Cisco. All references in the Stock Units Agreement(s) and the Plan relating to your status as an employee or consultant of PostPath will now refer to your status as an employee of Cisco or any present or future Cisco subsidiary.
 
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The vesting commencement date, vesting schedule and expiration date of your assumed PostPath Stock Unit(s) remain the same as set forth in the Stock Units Agreement(s), (in this respect, please note that any discussion of terms (including vesting acceleration) in any employment offer letter (whether from Cisco, PostPath, or any other related employer) is explanatory in nature and will not result in duplication of benefits (including vesting) with respect to your assumed PostPath Stock Unit(s)) but with the number of shares subject to each vesting installment adjusted to reflect the effect of the Acquisition. Vesting of your assumed PostPath Stock Unit(s) will be suspended during all leaves of absence in accordance with Cisco’s policies. All other provisions which govern either the settlement or the termination of your assumed PostPath Stock Unit(s) remain the same as set forth in the Stock Unit Agreement(s), and the provisions of the Stock Unit Agreement(s) will govern and control your rights under this Agreement to acquire shares of Cisco common stock, except as expressly modified by this Agreement, the Merger Agreement or otherwise in connection with the Acquisition.
Upon termination of your active employment with Cisco or any present or future Cisco subsidiary, all unvested Stock Units shall be immediately forfeited without consideration.
Nothing in this Agreement or the Stock Unit(s) Agreement(s) interferes in any way with your right and your employer’s (the “Employer’s”) right, which rights are expressly reserved, to terminate your employment at any time for any reason and whether or not in breach of local labor laws. Future stock units, if any, you may receive from Cisco will be governed by the terms of the Cisco plan under which such stock units are granted, and such terms may be different from the terms of your assumed PostPath Stock Unit(s), including, but not limited to, the vesting schedule.
The following are additional terms and conditions of your Stock Units:
Stock Units shall be automatically settled in Shares upon vesting of such Stock Units, provided that Cisco shall have no obligation to issue Shares pursuant to this Agreement unless and until you have satisfied any applicable “Tax-Related Items” withholding obligations, as described below, and such issuance otherwise complies with all applicable law.
Prior to vesting of the assumed PostPath Stock Unit(s) (or adjustment and conversion of the assumed PostPath Stock Unit(s) if the adjustment and conversion is a taxable event in your country), you authorize Cisco and/or the Employer to meet the obligation for income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) in relation to your assumed PostPath Stock Unit(s) by withholding all applicable Tax-Related Items from your wages or other cash compensation paid to you by Cisco and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, Cisco may (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that Cisco withholds only the amount of Shares necessary to satisfy the minimum withholding amount. If the obligation for Tax-Related Items is satisfied by withholding Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to this Agreement, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due. Finally, you must pay to Cisco or the Employer any amount of Tax-Related
 
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Items that Cisco or the Employer may be required to withhold as a result of your participation in the Plan or your acquisition of Shares that cannot be satisfied by the means previously described. Cisco may refuse to convert your assumed PostPath Stock Unit(s) and/or refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Paragraph.
Regardless of any action Cisco or the Employer takes with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and that Cisco and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PostPath Stock Unit(s), including the grant, vesting, conversion into stock units over Cisco Stock or vesting of the PostPath Stock Unit(s), any acceleration of vesting, the subsequent sale of Shares acquired pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the conversion of PostPath Stock Unit(s) into stock unit(s) over Cisco Stock, any acceleration of vesting or any aspect of the PostPath Stock Unit(s) to reduce or eliminate your liability for Tax-Related Items.
*****
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal information as described in this Agreement by and among, as applicable, the Employer, and Cisco and its present and future subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Cisco and the Employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in Cisco, details of all assumed PostPath Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon vesting of the assumed PostPath Stock Unit(s). You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan.
 
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For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
*****
By signing below, you hereby acknowledge and agree as follows: (a) the Plan are discretionary in nature and may be modified, amended, suspended or terminated by Cisco at any time, unless otherwise provided in the Plan and this Agreement or the Stock Unit Agreements; (b) the assumed PostPath Stock Unit(s) you were granted were voluntarily given and do not create any contractual or other right to receive future grants of PostPath or Cisco Stock Unit(s), or benefits in lieu of PostPath Stock Unit(s), even if PostPath Stock Unit(s) have been granted repeatedly in the past; (c) all decisions with respect to future grants of stock units, if any, will be at the sole discretion of Cisco; (d) your participation in the Plan will not create a right to further employment with Cisco, its subsidiaries or affiliates or your actual Employer; (e) you are voluntarily participating in the Plan; (f) the assumed PostPath Stock Units(s) are extraordinary in that they do not constitute compensation of any kind for services of any kind rendered to Cisco or the Employer and are outside the scope of your employment contract, if any; (g) the assumed PostPath Stock Unit(s) are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Cisco, PostPath or the Employer; (h) in the event that you are not an employee of Cisco ( e.g., you are employed by a subsidiary or affiliate of Cisco), the assumed PostPath Stock Unit(s) will not be interpreted to form an employment contract or relationship with Cisco; and furthermore, the assumed PostPath Stock Unit(s) will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Cisco; (i) the future value of Cisco Stock is unknown and cannot be predicted with certainty; (j) if you vest in your assumed PostPath Stock Unit(s) and acquire shares of Cisco Stock under the assumed PostPath Stock Unit(s), the value of the Cisco Stock acquired may increase or decrease in value; (k) in consideration of the conversion of the assumed PostPath Stock Unit(s), no claim or entitlement to compensation or damages shall arise from termination of the assumed PostPath Stock Unit(s) or diminution in value of the assumed PostPath Stock Unit(s) or Cisco Stock acquired through the assumed PostPath Stock Unit(s) which results from termination of your employment by Cisco or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Cisco and the Employer from any such claim that may arise; if notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you will be deemed irrevocably to have waived your entitlement to pursue such a claim; (l) in the event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the assumed PostPath Stock Unit(s) under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law ( e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (m) Cisco is not providing any tax, legal or financial advice, nor is Cisco making any recommendations regarding your participation in the Plan, or your acquisition or sale of Cisco Stock; and (n) you are hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
 
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You hereby acknowledge and agree as follows: (a) the conversion and adjustment of your assumed PostPath Stock Unit(s) and/or acceleration of vesting of your assumed PostPath Stock Unit(s) to awards over Cisco Shares may have adverse tax and social insurance contribution consequences, including but not limited to any loss of tax and social insurance qualified status and the inability to obtain a tax or social insurance refund for taxes or contributions already paid on such assumed PostPath Stock Unit(s), and that PostPath, Cisco and your Employer do not take any responsibility or liability with respect to the loss of tax and social insurance qualified status of your assumed PostPath Stock Unit(s); (b) you received information regarding the adjustment and conversion of your assumed PostPath Stock Unit(s); and (c) you acknowledge that vesting of your assumed PostPath Stock Unit(s) is contingent upon compliance with applicable local laws; in particular, if allowing you to receive assumed PostPath Stock Unit(s) or the Shares subject to the PostPath Stock Units would not be compliant with applicable foreign securities laws, you will not be permitted to receive Shares under this Agreement.
You acknowledge that if you have received this Agreement or any other documents related to the Plan translated into a language other than English, and if the translated version is different from the English version, the English version will control. Cisco may, in its sole discretion, decide to deliver any documents related to the assumed PostPath Stock Unit(s) and this Agreement by electronic means or to request your consent to future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by Cisco, the Charles Schwab Corporation or other third party designated by Cisco.
Please sign and date this Agreement, as soon as possible, and return the signed original as soon as possible to ______________ at PostPath.
Until an original of your fully executed Acknowledgment (below) is received by Cisco’s Stock Administration Department your Cisco account will not be activated and you will be unable to acquire Shares under your vested PostPath Stock Unit(s) . If you have any questions regarding this Agreement or your assumed PostPath Stock Unit(s), please contact ______________ at ____________.

CISCO SYSTEMS, INC.	
		
By:	 	/s/ Mark Chandler	
	 	Mark Chandler	
	 	Corporate Secretary	
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Units Assumption Agreement and understands and agrees that all rights and liabilities with respect to the assumed PostPath Stock Unit(s) listed on the table above are hereby assumed by Cisco and are as set forth in the Stock Units
 
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Agreement(s) for such assumed PostPath Stock Unit(s), the Plan (as applicable) and this Stock Units Assumption Agreement and agrees to the terms as set forth in such Stock Units Assumption Agreement.

		
DATED: __________________, 2008	  	_________________________________________________________	
		
	  	___________________ Optionee	
		
	  	Address: ___________________________________	
		
	  	_________________________________________________________	
	  	Cisco ID No.: _____________________	
ATTACHMENTS
Exhibit A – Form S-8 Prospectus
 
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