CSCO Cisco Systems Inc

On March 13, 2017, Cisco Systems, Inc. (“Cisco”) appointed Brenton L. Saunders, Chairman, Chief Executive Officer and President of Allergan plc, to its Board of Directors (the “Board”). It has not yet been determined on which Board committees, if any, Mr. Saunders will serve.

In connection with his service as a director, Mr. Saunders will receive Cisco’s standard non-employee director cash and equity compensation. Mr. Saunders will receive a pro rata portion of the $75,000 annual retainer for his service through the remaining portion of the year ending at Cisco’s 2017 annual meeting of shareholders. If appointed to serve on any committees of the Board, he also would receive fees of $2,000 per committee meeting attended. Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors, Mr. Saunders automatically received a fully vested initial non-employee director equity award under the 2005 Stock Incentive Plan covering 4,728 shares with a grant date fair value equal to a pro rata portion of $215,000 based on the portion of the year of his board service. Non-employee directors may elect to defer receipt of the equity award such that the award would be settled in shares after the non-employee director leaves the Board.

In connection with his appointment, Mr. Saunders entered into Cisco’s standard form of director Indemnification Agreement with Cisco. Pursuant to this agreement, subject to the exceptions and limitations provided therein, Cisco has agreed to hold harmless and indemnify Mr. Saunders to the fullest extent authorized by Cisco’s articles of incorporation and California law, and against any and all expenses, judgments, fines and settlement amounts actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding arising out of his services as director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.8 to Cisco’s Form 10-K filed on September 20, 2004 and is incorporated by reference herein.