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binding on Purchaser or any judgment, order or decree of any governmental body, agency orcourt having jurisdiction over Purchaser. The transactions to be made by Broker for the account ofPurchaser pursuant to this Plan will not violate Purchaser’s insider trading policies.     4. Purchaser agrees to notify Broker orally or in writing at the addresses and facsimilenumbers set forth in paragraph E.4 hereof as soon as practicable after Purchaser has knowledge ofany material pending or threatened legal, contractual or regulatory restriction that wouldrestrict, limit or prohibit the purchase of Stock pursuant to this Plan. Such notice shallindicate, to the extent then known by Purchaser, the anticipated onset and duration of therestriction, but shall not include any other information about the nature of the restriction or itsapplicability to Purchaser or Purchaser’s affiliates and shall not in any way communicate anymaterial nonpublic information about the Purchaser or its securities to Broker. Any such noticereceived by Broker from Purchaser shall operate to, as indicated in such notice, suspend, amend orterminate this Plan.     5. Purchaser understands that Broker may from time to time not be able to affect purchases ofthe Stock under the Plan due to market conditions or legal, regulatory or contractual restrictionsapplicable to Broker.     6. Purchaser agrees that it shall not, directly or indirectly, communicate any materialnon-public information relating to itself, the Target, its securities or the securities of thecompanies whose securities it purchases, including the Stock, to any employee of Broker or itsaffiliates who is known by Purchaser to be involved, directly or indirectly, in executing this Planat any time while this Plan is in effect.     7. Purchaser agrees that, while this Plan is in effect, it shall comply with all laws, rulesand regulations applicable in connection with the execution of this Plan and the transactionscontemplated hereby.     8. Purchaser acknowledges and agrees that, while this Plan is in effect, Purchaser does nothave, and shall not attempt to exercise, directly or indirectly, any influence over how, when orwhether to effect purchases of Stock pursuant to this Plan.**B.****Implementation of the Plan**     1. Purchase instructions are set forth on Exhibit A of this Plan and shall be deemed apart of this Plan. Broker shall commence purchases under this Plan only during a Period (asdefined on Exhibit A of this Plan) and may effect such purchases on any day during a Periodthat the principal market on which the Stock trades is open (each such a potential “**Trading Day**”)under the ordinary principles of best execution with no shares to be purchased during the term ofthis Plan other than in accordance with the guidelines and provisions set forth herein.     2. Broker’s Execution. It is understood and agreed that the acceptance of Purchaser’sorders herein by Broker does not constitute a guarantee or other assurance of any kind thatpurchases of Stock can or will be made at any particular price on any Trading Day. Broker shallmake purchases under this Plan under ordinary principles of best execution. Broker will not be
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liable for any failure to purchase Stock, or to purchase Stock at any particular price, on anyTrading Day, so long as it exercises reasonable efforts in good faith to execute this Plan inaccordance with its terms. Broker will comply with all applicable laws, rules and regulations inits execution of the Plan.     3. Stock Splits, etc. The Aggregate Dollar Amount, Daily Purchase Limitation, LimitPrice and Maximum Number of Shares (if applicable), each as defined on Exhibit A of thisPlan, or any other applicable share references or price limits under applicable formulas and anyother applicable provisions of this Plan shall be adjusted automatically on a proportionate basisto take into account any stock split, reverse stock split or stock dividend with respect to theStock or any similar transaction with respect to the Stock that occurs during this Plan.     4. Compensation. Purchaser will pay to Broker the fees and commissions set forth onExhibit B attached hereto in connection with this Plan and the transactions contemplatedhereby.     5. Notification of Purchases. Broker will provide Purchaser, as soon as reasonablypracticable but not less than daily, reports of purchases executed under this Plan, at the numberor address set forth in section E.4 hereof.     6. Amendment. Any alteration, suspension, or modification of this Plan by Purchaserwill be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule10b5-1. In particular, subject to Purchaser’s right to terminate this Plan, Purchaser shall notalter, suspend, or modify from the terms of this Plan while aware of any material non-publicinformation with respect to itself or its securities. Any alteration, modification, or amendmentof this Plan, other than a termination of this Plan (which may take effect at any time but shall besubject to Section C below), shall not take effect until sixty (60) days after the date thealteration, modification or amendment is adopted. Any alteration, modification or amendment of anyplan with any other broker for purchase of Stock shall also be deemed an amendment of this Plan.**C.****Termination or Suspension**     1. This Plan may not be terminated or suspended prior to the time designated pursuant toparagraph C.2 hereof, except that it may be suspended or terminated upon written notice at any timefrom Purchaser to the address or facsimile numbers set forth in paragraph E.4 hereof. Each suchnotice from Purchaser shall indicate whether the Plan is being suspended or terminated and, in theevent of suspension, the expected duration of the suspension, but shall not in any way communicateany material nonpublic information about Purchaser or its securities to Broker.     2. This Plan will automatically terminate on the earliest of (a) the date on which Brokerreceives notice of the commencement of any proceedings in respect of or triggered by any bankruptcyor insolvency of Purchaser; (b) the date of Broker’s election, upon any failure by Purchaser to payfor securities purchased hereunder; (c) the time at which the Maximum Number of Shares (ifapplicable) set forth in Exhibit A has been purchased under this Plan; (d) the time at
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which the Aggregate Dollar Limit (if applicable) set forth in Exhibit A has beenpurchased under this Plan; and (e) the Plan Expiration Date set forth in Exhibit A.     3. Any termination of this Plan would require the Purchaser to enter into a new stockrepurchase plan and agreement or other Rule 10b5-1 trading arrangement with Broker to resumepurchases. Any new Rule 10b5-1 plan or arrangement entered into by the Purchaser after atermination shall not be effective until at least sixty (60) days from the date of termination ofthis Plan.**D.****Limitation of Liability**     1. Notwithstanding any other provision hereof, neither Purchaser nor Broker shall be liable tothe other for: (a) special, indirect, punitive, exemplary or consequentialdamages, or incidental losses or incidental damages of any kind, even ifadvised of the possibility of such losses or damages or if such losses ordamages could have been reasonably foreseen, or  (b) any failure to perform or to cease performance or any delay inperformance that results from a cause or circumstance that is beyond itsreasonable control, including but not limited to failure of electronic ormechanical equipment, strikes, failure of common carrier or utility systems,severe weather, market disruptions or other causes commonly known as “acts ofGod”.     2. Purchaser has consulted with its own advisors as to the legal, tax, business, financial andrelated aspects of, and has not relied upon Broker or any person affiliated with Broker inconnection with, Purchaser’s adoption and implementation of this Plan.     3. Purchaser acknowledges and agrees that in performing its obligations under this Planneither Broker nor any of its affiliates nor any of their respective officers, employees or otherrepresentatives is exercising any discretionary authority or discretionary control respectingmanagement of Purchaser’s assets, or exercising any authority or control respecting management ordisposition of Purchaser’s assets, or otherwise acting as a fiduciary (within the meaning ofSection 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect toPurchaser or Purchaser’s assets. Without limiting the foregoing, Purchaser further acknowledges andagrees that neither Broker nor any of its affiliates nor any of their respective officers,employees or other representatives has provided any “investment advice” within the meaning of suchprovisions, and that no views expressed by any such person will serve as a basis for investmentdecisions with respect to Purchaser’s assets.     4. Purchaser agrees to indemnify and hold harmless Broker and its officers, directors,employees, agents and affiliates from and against any losses, liabilities, claims, damages andexpenses (“**Losses**”), including but not limited to reasonable attorneys’ fees and the
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costs of investigating or defending any matter, arising out of or incurred in connection withthis Plan, except to the extent Losses have resulted from the fraud, bad faith, gross negligence orwillful misconduct of Broker.**E.****General**     1. Purchaser and Broker acknowledge and agree that Broker is acting as broker for Purchaser inconnection with this Plan and that Purchaser is a “customer” of Broker within the meaning ofSection 741(2) of Title 11 of the United States Code (the “**Bankruptcy Code**”). Purchaser and Brokerfurther acknowledge and agree that this Plan is a “securities contract,” as such term is defined inSection 741(7) of the Bankruptcy Code, entitled to all of the protections given such contractsunder the Bankruptcy Code.     2. This Plan constitutes the entire agreement between the parties and supercedes any prioragreements or understandings with respect to the subject matter hereof; provided that the terms andconditions of any agreement(s) governing Purchaser’s account(s) with Broker and its affiliatesshall continue to apply with respect to the matters governed thereby and are hereby ratified andconfirmed.     3. This Plan may be amended by Purchaser and may be reinstated following any suspension onlywith the written consent of Broker.     4. All notices to Purchaser and Broker under this Plan shall be given to all of the followingpersons in the manner specified by this Plan by telephone, confirmed immediately in writing byfacsimile, email or overnight courier:       If to Purchaser: Brocade Communications Systems, Inc.    ATTN: Richard Deranleau, Chief Financial Officer    1745 Technology Drive    San Jose, CA 95110    Phone: 408-333-8006    Fax: 408-333-6659       with copies to: Brocade Communications Systems, Inc.    ATTN: Bill Schenher, Stock Administration    1745 Technology Drive    San Jose, CA 95110    Phone: 408-333-5663    Fax: 408-333-6659       and: Brocade Communications Systems, Inc.    ATTN: Tyler Wall, General Counsel and Secretary    1745 Technology Drive    San Jose, CA 95110    Phone: 408-333-8000    Fax: 408-333-5630
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If to Broker:All notices to Morgan Stanley under this Agreement shall be given to Morgan Stanley’s complianceoffice in the manner specified by this Agreement by telephone at (212) 762-6000, by facsimile at(212) 761-9709 or by certified mail to the address below:Morgan Stanley & Co. Incorporated