Exhibit 10.3**FOUNDRY NETWORKS, INC.****1999 EMPLOYEE STOCK PURCHASE PLAN****AMENDED & RESTATED AS OF JUNE 5, 2007**     The following constitute the provisions of the 1999 Employee Stock Purchase Plan of FoundryNetworks, Inc.     1. **Purpose****.**The purpose of the Plan is to provide employees of the Company and itsDesignated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is theintention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” underSection 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as toextend and limit participation in a manner consistent with the requirements of that section of theCode.     2. **Definitions****.**          (a) “**Board**” means the Board of Directors of the Company.          (b) “**Code**” means the Internal Revenue Code of 1986, as amended.          (c) “**Common Stock**” means the Common Stock of the Company.          (d) “**Company****”**means Foundry Networks, Inc., a Delaware corporation.          (e) “**Compensation**” means total cash compensation received by an Employee from theCompany or a Designated Subsidiary. By way of illustration, but not limitation, Compensationincludes regular compensation such as salary, wages, overtime, shift differentials, bonuses,commissions and incentive compensation, but excludes relocation, expense reimbursements, tuition orother reimbursements and income realized as a result of participation in any stock option, stockpurchase, or similar plan of the Company or any Designated Subsidiary.          (f) “**Continuous Status as an Employee**” means the absence of any interruption ortermination of service as an Employee. Continuous Status as an Employee shall not be consideredinterrupted in the case of (i) sick leave; (ii) military leave; (iii) any other leave of absenceapproved by the Administrator, provided that such leave is for a period of not more than 90 days,unless reemployment upon the expiration of such leave is guaranteed by contract or statute, orunless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the caseof transfers between locations of the Company or between the Company and its DesignatedSubsidiaries.          (g) “**Contributions**” means all amounts credited to the account of a participantpursuant to the Plan.
 

 
          (h) **“****Corporate Transaction****”**means a sale of all or substantially all of the Company’sassets, or a merger, consolidation or other capital reorganization of the Company with or intoanother corporation.          (i) “**Designated Subsidiaries**” means the Subsidiaries which have been designated by theBoard from time to time in its sole discretion as eligible to participate in the Plan; providedhowever that the Board shall only have the discretion to designate Subsidiaries if the issuance ofoptions to such Subsidiary’s Employees pursuant to the Plan would not cause the Company to incuradverse accounting charges.          (j) “**Employee**” means any person, including an Officer, who is customarily employed forat least twenty (20) hours per week and more than five (5) months in a calendar year by the Companyor one of its Designated Subsidiaries.          (k) “**Exchange Act**” means the Securities Exchange Act of 1934, as amended.          (l) “**Offering Date**” means the first business day of each Offering Period of the Plan.          (m) “**Offering Period**” means a period of twenty-four (24) months commencing on February1 and August 1 of each year, except for the first Offering Period as set forth in Section 4(a).          (n) “**Officer**” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.          (o) “**Plan**” means this Employee Stock Purchase Plan.          (p) “**Purchase Date**” means the last day of each Purchase Period of the Plan.          (q) “**Purchase Period**” means a period of six (6) months within an Offering Period,except for the first Purchase Period as set forth in Section 4(b).          (r) “**Purchase Price**” means with respect to a Purchase Period an amount equal to 85% ofthe Fair Market Value (as defined in Section 7(b) below) of a Share of Common Stock on the OfferingDate or on the Purchase Date, whichever is lower; provided, however, that in the event (i) of anyincrease in the number of Shares available for issuance under the Plan as a result of astockholder-approved amendment to the Plan, and (ii) all or a portion of such additional Shares areto be issued with respect to one or more Offering Periods that are underway at the time of suchincrease (“Additional Shares”), and (iii) the Fair Market Value of a Share of Common Stockon the date of such increase (the “Approval Date Fair Market Value”) is higher than theFair Market Value on the Offering Date for any such Offering Period, then in such instance thePurchase Price with respect to Additional Shares shall be 85% of the Approval Date Fair MarketValue or the Fair Market Value of a Share of Common Stock on the Purchase Date, whichever is lower.
 

 
          (s) “**Share**” means a share of Common Stock, as adjusted in accordance with Section 19of the Plan.          (t) “**Subsidiary**” means a corporation, domestic or foreign, of which not less than 50%of the voting shares are held by the Company or a Subsidiary, whether or not such corporation nowexists or is hereafter organized or acquired by the Company or a Subsidiary.     3. **Eligibility****.**          (a) Any person who is an Employee as of the Offering Date of a given Offering Period shall beeligible to participate in such Offering Period under the Plan, subject to the requirements ofSection 5(a) and the limitations imposed by Section 423(b) of the Code, provided however thateligible Employees may not participate in more than one Offering Period at a time.          (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be grantedan option under the Plan (i) if, immediately after the grant, such Employee (or any other personwhose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would owncapital stock of the Company and/or hold outstanding options to purchase stock possessing fivepercent (5%) or more of the total combined voting power or value of all classes of stock of theCompany or of any subsidiary of the Company, or (ii) if such option would permit his or her rightsto purchase stock under all employee stock purchase plans (described in Section 423 of the Code) ofthe Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars($25,000) of the Fair Market Value (as defined in Section 7(b) below) of such stock (determined atthe time such option is granted) for each calendar year in which such option is outstanding at anytime.     4. **Offering Periods and Purchase Periods****.**          (a) **Offering Periods****.**The Plan shall be implemented by a series of Offering Periodsof twenty-four (24) months’ duration, with new Offering Periods commencing on or about February 1and August 1 of each year (or at such other time or times as may be determined by the Board ofDirectors). The first Offering Period shall commence on the beginning of the effective date of theRegistration Statement on Form S-1 for the initial public offering of the Company’s Common Stock(the “IPO Date”) and continue until July 31, 2001. The Plan shall continue untilterminated in accordance with Section 19 hereof. The Board of Directors of the Company shall havethe power to change the duration and/or the frequency of Offering Periods with respect to futureofferings without stockholder approval if such change is announced at least five (5) days prior tothe scheduled beginning of the first Offering Period to be affected.          (b) **Purchase Periods****.**Each Offering Period shall consist of four (4) consecutivepurchase periods of six (6) months’ duration. The last day of each Purchase Period shall be the“Purchase Date” for such Purchase Period. A Purchase Period commencing on February 1shall end on the next July 31. A Purchase Period commencing on August 1 shall end on the nextJanuary 31. The first Purchase Period shall commence on the IPO Date and shall end on January 31,2000. The Board of Directors of the Company shall have the power to change the duration and/orfrequency of Purchase Periods with respect to future purchases without
 

 
stockholder approval if such change is announced at least five (5) days prior to the scheduledbeginning of the first Purchase Period to be affected.     5. **Participation****.**          (a) An eligible Employee may become a participant in the Plan by completing a subscriptionagreement on the form provided by the Company and filing it with the Company’s payroll office priorto the applicable Offering Date, unless a later time for filing the subscription agreement is setby the Board for all eligible Employees with respect to a given Offering Period. The subscriptionagreement shall set forth the percentage of the participant’s Compensation (subject to Section 6(a)below) to be paid as Contributions pursuant to the Plan.          (b) Payroll deductions shall commence on the first payroll following the Offering Date andshall end on the last payroll paid on or prior to the last Purchase Period of the Offering Periodto which the subscription agreement is applicable, unless sooner terminated by the participant asprovided in Section 10.     6. **Method of Payment of Contributions****.**          (a) A participant shall elect to have payroll deductions made on each payday during theOffering Period in an amount not less than one percent (1%) and not more than twenty percent (20%)(or such greater percentage as the Board may establish from time to time before an Offering Date)of such participant’s Compensation on each payday during the Offering Period. All payrolldeductions made by a participant shall be credited to his or her account under the Plan. Aparticipant may not make any additional payments into such account.          (b) A participant may discontinue his or her participation in the Plan as provided in Section10, or, on two occasions only during an Offering Period, may decrease, but not increase, the rateof his or her payroll deductions with respect to the Offering Period by completing and filing withthe Company a new subscription agreement authorizing the decrease in the payroll deduction rate.The change in rate shall be effective as of the beginning of the next Purchase Period following thedate of filing of the new subscription agreement, if the agreement is filed at least ten (10)business days prior to such date and, if not, as of the beginning of the next succeeding PurchasePeriod.          (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) ofthe Code and Section 3(b) herein, a participant’s payroll deductions may be decreased during anyPurchase Period to 0%. Payroll deductions shall re-commence at the rate provided in suchparticipant’s subscription agreement at the beginning of the first Purchase Period which isscheduled to end in the following calendar year, unless terminated by the participant as providedin Section 10.     7. **Grant of Option****.**          (a) On the Offering Date of each Offering Period, each eligible Employee participating in suchOffering Period shall be granted an option to purchase on each Purchase Date a number of Shares ofthe Company’s Common Stock determined by dividing such
 

 
Employee’s Contributions accumulated prior to such Purchase Date and retained in theparticipant’s account as of the Purchase Date by the applicable Purchase Price; provided howeverthat the maximum number of Shares an Employee may purchase during each Purchase Period shall be5,000* Shares (subject to any adjustment pursuant to Section 19 below), and provided further thatsuch purchase shall be subject to the limitations set forth in Sections 3(b) and 13.          (b) The fair market value of the Company’s Common Stock on a given date (the “Fair MarketValue”) shall be determined by the Board in its discretion based on the closing sales price ofthe Common Stock for such date (or, in the event that the Common Stock is not traded on such date,on the immediately preceding trading date), as reported by the National Association of SecuritiesDealers Automated Quotation (Nasdaq) National Market or, if such price is not reported, the mean ofthe bid and asked prices per share of the Common Stock as reported by Nasdaq or, in the event theCommon Stock is listed on a stock exchange, the Fair Market Value per share shall be the closingsales price on such exchange on such date (or, in the event that the Common Stock is not traded onsuch date, on the immediately preceding trading date), as reported in The Wall StreetJournal. For purposes of the Offering Date under the first Offering Period under the Plan, theFair Market Value of a share of the Common Stock of the Company shall be the Price to Public as setforth in the final prospectus filed with the Securities and Exchange Commission pursuant to Rule424 under the Securities Act of 1933, as amended.     8. **Exercise of Option****.**Unless a participant withdraws from the Plan as provided inSection 10, his or her option for the purchase of Shares will be exercised automatically on eachPurchase Date of an Offering Period, and the maximum number of full Shares subject to the optionwill be purchased at the applicable Purchase Price with the accumulated Contributions in his or heraccount. No fractional Shares shall be issued. The Shares purchased upon exercise of an optionhereunder shall be deemed to be transferred to the participant on the Purchase Date. During his orher lifetime, a participant’s option to purchase Shares hereunder is exercisable only by him orher.     9. **Delivery****.**As promptly as practicable after each Purchase Date of each OfferingPeriod, the Company shall arrange the delivery to each participant, as appropriate, the Sharespurchased upon exercise of his or her option. No fractional Shares shall be purchased; any payrolldeductions accumulated in a participant’s account which are not sufficient to purchase a full Shareshall be retained in the participant’s account for the subsequent Purchase Period or OfferingPeriod, subject to earlier withdrawal by the participant as provided in Section 10 below. Anyother amounts left over in a participant’s account after a Purchase Date shall be returned to theparticipant.     10. **Voluntary Withdrawal; Termination of Employment****.**          (a) A participant may withdraw all but not less than all the Contributions credited to his orher account under the Plan at any time prior to each Purchase Date by giving written notice to theCompany. All of the participant’s Contributions credited to his or her account will be paid to himor her promptly after receipt of his or her notice of withdrawal and his or her option for thecurrent period will be automatically terminated, and no further Contributions for the purchase ofShares will be made during the Offering Period.
 

 
          (b) Upon termination of the participant’s Continuous Status as an Employee prior to thePurchase Date of an Offering Period for any reason, including retirement or death, theContributions credited to his or her account will be returned to him or her or, in the case of hisor her death, to the person or persons entitled thereto under Section 14, and his or her optionwill be automatically terminated.          (c) In the event an Employee fails to remain in Continuous Status as an Employee of theCompany for at least twenty (20) hours per week during the Offering Period in which the employee isa participant, he or she will be deemed to have elected to withdraw from the Plan and theContributions credited to his or her account will be returned to him or her and his or her optionterminated.          (d) A participant’s withdrawal from an offering will not have any effect upon his or hereligibility to participate in a succeeding offering or in any similar plan which may hereafter beadopted by the Company.     11. **Automatic Withdrawal****.**If the Fair Market Value of the Shares on any Purchase Dateof an Offering Period is less than the Fair Market Value of the Shares on the Offering Date forsuch Offering Period, then every participant shall automatically (i) be withdrawn from suchOffering Period at the close of such Purchase Date and after the acquisition of Shares for suchPurchase Period, and (ii) be enrolled in the Offering Period commencing on the first business daysubsequent to such Purchase Period.     12. **Interest****.**No interest shall accrue on the Contributions of a participant in thePlan.     13. **Stock****.**          (a) Subject to adjustment as provided in Section 19, the maximum number of Shares which shallbe made available for sale under the Plan shall be 1,500,000* Shares, plus an annual increase onthe first day of each of the Company’s fiscal years beginning in 2000 and ending in 2009 equal tothe lesser of (i) 1,500,000* Shares, (ii) two percent (2%) of the Shares outstanding on the lastday of the immediately preceding fiscal year, or (iii) such lesser number of Shares as isdetermined by the Board. If the Board determines that, on a given Purchase Date, the number ofshares with respect to which options are to be exercised may exceed (i) the number of shares ofCommon Stock that were available for sale under the Plan on the Offering Date of the applicableOffering Period, or (ii) the number of shares available for sale under the Plan on such PurchaseDate, the Board may in its sole discretion provide (x) that the Company shall make a pro rataallocation of the Shares of Common Stock available for purchase on such Offering Date or PurchaseDate, as applicable, in as uniform a manner as shall be practicable and as it shall determine inits sole discretion to be equitable among all participants exercising options to purchase CommonStock on such Purchase Date, and continue all Offering Periods then in effect, or (y) that theCompany shall make a pro rata allocation of the shares available for purchase on such Offering Dateor Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shalldetermine in its sole discretion to be equitable among all participants exercising options topurchase Common Stock on such Purchase Date, and terminate any or all Offering Periods then ineffect pursuant to Section 20 below. The Company may make
 

 
pro rata allocation of the Shares available on the Offering Date of any applicable OfferingPeriod pursuant to the preceding sentence, notwithstanding any authorization of additional Sharesfor issuance under the Plan by the Company’s stockholders subsequent to such Offering Date.          (b) The participant shall have no interest or voting right in Shares covered by his or heroption until such option has been exercised.          (c) Shares to be delivered to a participant under the Plan will be registered in the name ofthe participant or in the name of the participant and his or her spouse.     14. **Administration****.**The Board, or a committee named by the Board, shall supervise andadminister the Plan and shall have full power to adopt, amend and rescind any rules deemeddesirable and appropriate for the administration of the Plan and not inconsistent with the Plan, toconstrue and interpret the Plan, and to make all other determinations necessary or advisable forthe administration of the Plan.     15. **Designation of Beneficiary****.**          (a) A participant may file a written designation of a beneficiary who is to receive any Sharesand cash, if any, from the participant’s account under the Plan in the event of such participant’sdeath subsequent to the end of a Purchase Period but prior to delivery to him or her of such Sharesand cash. In addition, a participant may file a written designation of a beneficiary who is toreceive any cash from the participant’s account under the Plan in the event of such participant’sdeath prior to the Purchase Date of an Offering Period. If a participant is married and thedesignated beneficiary is not the spouse, spousal consent shall be required for such designation tobe effective.          (b) Such designation of beneficiary may be changed by the participant (and his or her spouse,if any) at any time by written notice. In the event of the death of a participant and in theabsence of a beneficiary validly designated under the Plan who is living at the time of suchparticipant’s death, the Company shall deliver such Shares and/or cash to the executor oradministrator of the estate of the participant, or if no such executor or administrator has beenappointed (to the knowledge of the Company), the Company, in its discretion, may deliver suchShares and/or cash to the spouse or to any one or more dependents or relatives of the participant,or if no spouse, dependent or relative is known to the Company, then to such other person as theCompany may designate.     16. **Transferability****.**Neither Contributions credited to a participant’s account norany rights with regard to the exercise of an option or to receive Shares under the Plan may beassigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws ofdescent and distribution, or as provided in Section 15) by the participant. Any such attempt atassignment, transfer, pledge or other disposition shall be without effect, except that the Companymay treat such act as an election to withdraw funds in accordance with Section 10.     17. **Use of Funds****.**All Contributions received or held by the Company under the Planmay be used by the Company for any corporate purpose, and the Company shall not be obligated tosegregate such Contributions.
 

 
     18. **Reports****.**Individual accounts will be maintained for each participant in the Plan.Statements of account will be given to participating Employees at least annually, which statementswill set forth the amounts of Contributions, the per Share Purchase Price, the number of Sharespurchased and the remaining cash balance, if any.     19. **Adjustments Upon Changes in Capitalization; Corporate Transactions****.**          (a) **Adjustment****.**Subject to any required action by the stockholders of the Company,the number of Shares covered by each option under the Plan which has not yet been exercised and thenumber of Shares which have been authorized for issuance under the Plan but have not yet beenplaced under option (collectively, the “Reserves”), as well as the maximum number of sharesof Common Stock which may be purchased by a participant in a Purchase Period, the number of sharesof Common Stock set forth in Section 13(a)(i) above, and the price per Share of Common Stockcovered by each option under the Plan which has not yet been exercised, shall be proportionatelyadjusted for any increase or decrease in the number of issued Shares resulting from a stock split,reverse stock split, stock dividend, combination or reclassification of the Common Stock (includingany such change in the number of Shares of Common Stock effected in connection with a change indomicile of the Company), or any other increase or decrease in the number of Shares effectedwithout receipt of consideration by the Company; provided however that conversion of anyconvertible securities of the Company shall not be deemed to have been “effected without receipt ofconsideration.” Such adjustment shall be made by the Board, whose determination in that respectshall be final, binding and conclusive. Except as expressly provided herein, no issue by theCompany of shares of stock of any class, or securities convertible into shares of stock of anyclass, shall affect, and no adjustment by reason thereof shall be made with respect to, the numberor price of Shares subject to an option.          (b) **Corporate Transactions****.**In the event of a dissolution or liquidation of theCompany, any Purchase Period and Offering Period then in progress will terminate immediately priorto the consummation of such action, unless otherwise provided by the Board. In the event of aCorporate Transaction, each option outstanding under the Plan shall be assumed or an equivalentoption shall be substituted by the successor corporation or a parent or Subsidiary of suchsuccessor corporation. In the event that the successor corporation refuses to assume or substitutefor outstanding options, each Purchase Period and Offering Period then in progress shall beshortened and a new Purchase Date shall be set (the “New Purchase Date”), as of which dateany Purchase Period and Offering Period then in progress will terminate. The New Purchase Dateshall be on or before the date of consummation of the transaction and the Board shall notify eachparticipant in writing, at least ten (10) days prior to the New Purchase Date, that the PurchaseDate for his or her option has been changed to the New Purchase Date and that his or her optionwill be exercised automatically on the New Purchase Date, unless prior to such date he or she haswithdrawn from the Offering Period as provided in Section 10. For purposes of this Section 19, anoption granted under the Plan shall be deemed to be assumed, without limitation, if, at the time ofissuance of the stock or other consideration upon a Corporate Transaction, each holder of an optionunder the Plan would be entitled to receive upon exercise of the option the same number and kind ofshares of stock or the same amount of property, cash or securities as such holder would have beenentitled to receive upon the occurrence of the transaction if the holder had been, immediatelyprior to the transaction, the holder of the number
 

 
of Shares of Common Stock covered by the option at such time (after giving effect to anyadjustments in the number of Shares covered by the option as provided for in this Section 19);provided however that if the consideration received in the transaction is not solely common stockof the successor corporation or its parent (as defined in Section 424(e) of the Code), the Boardmay, with the consent of the successor corporation, provide for the consideration to be receivedupon exercise of the option to be solely common stock of the successor corporation or its parentequal in Fair Market Value to the per Share consideration received by holders of Common Stock inthe transaction.     The Board may, if it so determines in the exercise of its sole discretion, also make provisionfor adjusting the Reserves, as well as the price per Share of Common Stock covered by eachoutstanding option, in the event that the Company effects one or more reorganizations,recapitalizations, rights offerings or other increases or reductions of Shares of its outstandingCommon Stock, and in the event of the Company’s being consolidated with or merged into any othercorporation.     20. **Amendment or Termination****.**          (a) The Board may at any time and for any reason terminate or amend the Plan. Except asprovided in Section 19, no such termination of the Plan may affect options previously granted,provided that the Plan or an Offering Period may be terminated by the Board on a Purchase Date orby the Board’s setting a new Purchase Date with respect to an Offering Period and Purchase Periodthen in progress if the Board determines that termination of the Plan and/or the Offering Period isin the best interests of the Company and the stockholders or if continuation of the Plan and/or theOffering Period would cause the Company to incur adverse accounting charges as a result of a changeafter the effective date of the Plan in the generally accepted accounting rules applicable to thePlan. Except as provided in Section 19 and in this Section 20, no amendment to the Plan shall makeany change in any option previously granted which adversely affects the rights of any participant.In addition, to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or underSection 423 of the Code (or any successor rule or provision or any applicable law or regulation),the Company shall obtain stockholder approval in such a manner and to such a degree as so required.          (b) Without stockholder consent and without regard to whether any participant rights may beconsidered to have been adversely affected, the Board (or its committee) shall be entitled tochange the Offering Periods and Purchase Periods, limit the frequency and/or number of changes inthe amount withheld during an Offering Period, establish the exchange ratio applicable to amountswithheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amountdesignated by a participant in order to adjust for delays or mistakes in the Company’s processingof properly completed withholding elections, establish reasonable waiting and adjustment periodsand/or accounting and crediting procedures to ensure that amounts applied toward the purchase ofCommon Stock for each participant properly correspond with amounts withheld from the participant’sCompensation, and establish such other limitations or procedures as the Board (or its committee)determines in its sole discretion advisable which are consistent with the Plan.
 

 
     21. **Notices****.**All notices or other communications by a participant to the Companyunder or in connection with the Plan shall be deemed to have been duly given when received in theform specified by the Company at the location, or by the person, designated by the Company for thereceipt thereof.     22. **Conditions Upon Issuance of Shares****.**Shares shall not be issued with respect to anoption unless the exercise of such option and the issuance and delivery of such Shares pursuantthereto shall comply with all applicable provisions of law, domestic or foreign, including, withoutlimitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulationspromulgated thereunder, applicable state securities laws and the requirements of any stock exchangeupon which the Shares may then be listed, and shall be further subject to the approval of counselfor the Company with respect to such compliance.     As a condition to the exercise of an option, the Company may require the person exercisingsuch option to represent and warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned applicable provisions of law.     23. **Term of Plan; Effective Date****.**The Plan shall become effective upon the IPO Date.It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20.     24. **Additional Restrictions of Rule 16b-3****.**The terms and conditions of optionsgranted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the ExchangeAct shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed tocontain, and such options shall contain, and the Shares issued upon exercise thereof shall besubject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualifyfor the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. * All share numbers have been adjusted for the two-for-one forward stock split of the Company’scommon stock in the form of a stock dividend effectuated on January 10, 2000.