EXHIBIT 10.45
[CISCO SYSTEMS LETTERHEAD]
October 11, 1996
Mr. Don LeBeau
Dear Don:
Let me first thank you for your hard work and dedication to
Cisco over the past few years. I understand and fully support your desire for
some much-deserved time off. I am also thankful that you will remain employed by
the Company during your leave and hope that you will return to work on a
full-time basis at the end of that leave. Please allow me to confirm the terms
of your leave of absence from Cisco:
1. As you requested, you will continue to work on a regular
basis through November 1, at which time you will take a six-week vacation which
will last through December 13, 1996. At the conclusion of your vacation, you
will go on a personal leave of absence from Cisco effective December 14, 1996
and lasting through December 13, 1997. While on vacation, you will receive your
full salary and continue to participate in all Company benefits. Starting on
December 14, 1996 and during the remainder of your leave, you will be paid
one-half of your current base salary. You will not participate in any bonus or
incentive plans or receive payments under such plans for fiscal year 1997.
2. I hope it goes without saying that you have been a critical
part of
Mr. Don LeBeau October 11, 1996
Page 2
Cisco's operation and your absence will be greatly felt. I very much
appreciate your willingness to assist during the transition. Although it will
not be necessary for you to report into the office on a regular basis during
your leave, it is very important to Cisco that you make yourself available, as
needed, to assist in making your successor effective and successful.
3. Because you will not be working on a regular full-time basis
during your leave, your participation in all Company benefits, including the
medical plan and Employee Stock Purchase Plan, will cease on December 13, 1996.
The only exception will be the section 401(k) Plan. As long as you are employed
and continue to provide substantial services to the Company, you may continue to
participate in that Plan. You may also continue your medical coverage under
COBRA, but you will have to pay for that coverage. You will continue to vest in
your outstanding stock options from December 14, 1996 through December 13, 1997,
at five-twelfths of your normal rate. Thus, your outstanding stock options will
continue to become exercisable after December 13, 1996, but only as to
five-twelfths of the number of shares that otherwise would have become
exercisable for that month. This reduced rate of vesting will continue until
either your employment terminates, the end of one year, or you resume regular
full-time employment with Cisco, whichever occurs first.
4. Your Proprietary Information Agreement and Employment
Agreement will continue in effect.
Mr. Don LeBeau October 11, 1996
Page 3
5. Because you will be an employee of Cisco and providing
services during your leave, I ask that you talk with me before taking any
position with, or providing services to, any other company. We agree that it
would not be appropriate for you to provide services, as an employee, consultant
or otherwise, to any company in a business competitive with Cisco. Accordingly,
you will not accept employment with, or provide any services to, Bay Networks,
Fore Systems, Inc., Cascade Communications Corporation, Ipsilion Networks, Inc.,
Ascend Communications, 3Com Corporation, Xylan, or any other company in a
business competitive with Cisco during your leave. If you wish to provide
services to a company that is not competitive with Cisco, then I will not
withhold my consent as long as you agree to any modification of the terms of
your leave that the Company might believe are appropriate under the
circumstances.
6. I sincerely hope that you will consider rejoining Cisco on a
regular, full-time basis at the end of your leave. Although neither of us can
predict what the Company's needs will be at that time, I would certainly want to
talk with you about any opportunity that might be of interest to you and the
Company.
Mr. Don LeBeau October 11, 1996
Page 4
I hope you are able to relax and enjoy the next few months. And, again,
thank you for your dedication and willingness to assist in this transition.
Sincerely,
/s/ JOHN CHAMBERS
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John Chambers
JC:
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I ACCEPT THE TERMS SET FORTH ABOVE.
/s/ DON LEBEAU
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Don LeBeau
October 2, 1996
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Date