0001193125-09-258378 Sample Contracts

CISCO SYSTEMS, INC. STOCK OPTION ASSUMPTION AGREEMENT
Stock Option Assumption Agreement • December 23rd, 2009 • Cisco Systems Inc • Computer communications equipment

As you know, on December 18, 2009 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired Starent Networks, Corp., (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco Systems, Inc., Barcelona Acquisition Corp., Starent Networks, Corp., and the Shareholders’ Agent dated as of October 12, 2009, (the “Merger Agreement”). On the Closing Date you held one or more outstanding options to purchase shares of Starent Networks, Corp. common stock granted to you under the Starent Networks, Corp. 2000 Stock Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of Starent Networks, Corp. 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 Starent Networks, Corp., common stock granted to you under the Plan (the “Starent Networks, Corp. Option(s)”), and documented by a stock optio

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CISCO SYSTEMS, INC. RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT
Restricted Stock Unit Assumption Agreement • December 23rd, 2009 • Cisco Systems Inc • Computer communications equipment

As you know, on December 18, 2009 (the “Closing Date”) Cisco Systems, Inc. (“Cisco”) acquired Starent Networks, Corp., (the “Acquisition”) pursuant to the Agreement and Plan of Merger by and among Cisco Systems, Inc., Barcelona Acquisition Corp., Starent Networks, Corp., and the Shareholders’ Agent dated as of October 12, 2009 (the “Merger Agreement”). On the Closing Date you held one or more outstanding restricted stock unit awards to acquire shares of Starent Networks, Corp., common stock granted to you under the 2007 Equity Incentive Plan of Starent Networks, Corp. (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Cisco assumed all obligations of Starent Networks, Corp., 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 Starent Networks, Corp. co

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