International Assignment Agreement between Cisco Systems, Inc. & Wim Elfrink



 EXHIBIT 10.5 
 [CISCO LETTERHEAD] 
 November 19, 2007 
 Wim Elfrink 
 [ADDRESS] 
  

	Re:	International Assignment Agreement 

 Dear Wim: 

I am pleased to confirm your international assignment to India. This letter of agreement outlines the terms and conditions of your international assignment. Your
international assignment is also subject to the terms of Cisco’s Long Term International Assignment Policy (the “International Assignment Policy”) and the Tax Equalization Policy as they apply to international assignees
generally. However, where an express term of this Agreement and the International Assignment Policy conflict, this Agreement will govern. 
 Your point of
origin is the Netherlands (the “home country”) and your country of reference during your assignment is India (the “host country”). We understand you are a resident of the United States for tax purposes. 
 This Agreement supersedes and replaces, in its entirety, your previous Agreement of International Assignment from the Netherlands to the United States dated
November 9, 2001 and any prior employment agreement except to the extent set forth in Exhibit A or as otherwise required by the laws of the Netherlands. 
 New Assignment 
 Your international assignment began on January 3, 2007. 
 Effective as of August 13, 2007, your job title is Executive Vice President, Customer Advocacy and Chief Globalization Officer. In this capacity, you will report to John Chambers, or his successor(s) and/or
designee(s). As the Executive Vice President, Customer Advocacy and Chief Globalization Officer, you will be responsible for such duties and responsibilities as Mr. Chambers or his successor or designee assign. You will be required to travel in
India, and/or internationally during your international assignment. 







 Wim Elfrink 
 November 19,
2007 
 Page 2 
 Term 
 Although neither this assignment nor this letter alters your status as an at-will employee, it is anticipated that your international assignment will last for up to two
to three years. Your international assignment may be extended or shortened if expressly agreed upon in writing by you and Cisco. 
 Salary and Bonus 

 You will remain an employee of the home country and be paid on its payroll. Your annual base salary will be EUR 547,275 (USD 750,000 as of August 1,
2007). You will also be eligible to participate in Cisco’s Executive Incentive Plan (“EIP”). Your participation in the EIP will be subject to the terms and conditions of the EIP. Your target bonus percentage under the EIP for fiscal
year 2008 will be 125 percent (125%) of your annual base salary. 
 Your salary and bonuses will be paid to you in Euro from your home country less
applicable deductions and withholdings; however, pursuant to the Tax Equalization Policy, you will receive a Host Country Tax Payment to off-set any additional amounts you are required to pay in taxes due to your international assignment on the same
basis as other international assignees. 
 Benefits 
 Life
insurance, business travel accident insurance, retirement plans, disability and healthcare coverage will be provided from the home country while on assignment. For additional information about benefits coverage, please refer to the Benefits section
on Cisco’s intranet and access the link to Worldwide Plans. Your vacation entitlements will continue to be governed by the policies in effect for the home country and your PTO accrual will remain unchanged. However, working hours, public
holidays and sick leave will follow policies in effect for the host country, India. 
 Please be aware that in the case of a medical or security emergency,
Cisco has contracted with International SOS (“ISOS”) to provide employees working abroad with access to a full range of medical information and emergency services, including medical assistance, international healthcare, security services
and outsourced customer care. Additional information about ISOS, is available on Cisco’s intranet at wwwin.cisco.com/employee/benefits/isos.shtml. 
 Relocation 
 [                    ] of Cartus has been working with the ART Group (“ART”) and Fragomen, Del Rey, Bernsen &
Loewy, LLP (“Fragomen”) to arrange all aspects of your international relocation. To the extent that your relocation is not already completed,
[                    ], together with ART and Fragomen will continue to assist you with various details and arrangements, including: passport,
visa, and local work permit requirements; housing requirements; transportation to your new location; and shipment of household goods and personal effects. 







 Wim Elfrink 
 November 19,
2007 
 Page 3 
 Cisco has provided relocation assistance to
India for you, your spouse and your children, and covered many of the expenses associated with the move. Cisco will continue to provide relocation assistance to India for you, your spouse and your two sons, and cover the following expenses:

  

	 	•	 	 You and your family will receive a host country cultural orientation and language training to assist with your move. 


 On-Going Allowances and Reimbursements 
 Cisco has adopted a
“Balance Sheet Approach” in compensating employees on international assignments, to ensure that assignees can maintain purchasing power similar to that which they would have enjoyed in their home country, assuming the same salary, grade
level and family size. Therefore, during your international assignment, you will be entitled to the following allowances or reimbursements to cover additional costs incurred as a result of your international assignment. In addition, any amount of
allowance/reimbursement that is not used by you in any given month shall be carried over to the next month(s) and made available to you (in addition to the maximum allowance specified) in the subsequent month(s). Notwithstanding the foregoing, with
respect to any allowance/reimbursement that would otherwise be treated as a deferred compensation arrangement under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) if the amount were carried over into a
subsequent taxable year, any portion of such allowance/reimbursement that is unused as of each December 31 (including amounts carried over from a prior month in the same calendar year) shall not be carried-over into the next calendar year and
made available to you. Cisco will reimburse you for business expenses in accordance with Cisco’s applicable reimbursement policies; however, if you incur any business related travel expenses that are not reimbursed by Cisco under such policies,
any of the allowances below may be used to cover such expenses. 
 Housing Assistance: 
 Cisco will reimburse the monthly rental payments on the residence that will be leased on your behalf in India. You understand and agree that your host country residence will be used not only as your personal
residence, but for business purposes as well, including as a forum to showcase and test Cisco’s technology. The annual cost for this lease is not to exceed INR 24,632,200 (USD 556,932 as of January 3, 2007) with scheduled annual inflation
increases pursuant to the signed lease contract. 
 In order to maintain the property, Cisco has contracted with Epitome services for house maintenance to be
paid on your behalf by Cisco. The annual cost of this benefit is not to exceed INR 2,600,000 (USD 58,786 as of January 3, 2007). Cisco will also reimburse you for the cost of domestic household assistance. The annual cost of this benefit is not
to exceed INR 710,000 (USD 16,053 as of January 3, 2007). 







 Wim Elfrink 
 November 19,
2007 
 Page 4 
 For your security and the security of
Cisco’s property, Cisco has contracted with a security firm for these services to be paid on your behalf. The annual cost of this benefit is not to exceed INR 1,212,000 (USD 27,403 as of January 3, 2007). 
 Cisco will continue to provide housing assistance in the United States as it will be necessary for you to return to the United States for business purposes. This housing
assistance will be paid from the Netherlands payroll in the monthly amount not to exceed EUR 10,835 (USD 14,845 as of August 1, 2007). Cisco will continue to assist with the costs of utilities in the United States at a cost not to exceed USD
300 per month. 
 Property Management: 
 If you elect
not to sell or rent your home country residence, Cisco will reimburse you for the costs for property management of that residence in accordance with the International Assignment Policy. 
 Dependent Education Reimbursement: 
 Cisco will reimburse you the annual cost of tuition for each of your dependent
children attending elementary or secondary school at the host location with a cost not to exceed INR 1,000,000 (USD 22,610 as of January 3, 2007) in the aggregate per school year. 
 Home Leave Travel Allowance: 
 Cisco will reimburse you for the cost of airfare for you, your spouse, and your
children to return to your home in the Netherlands or to the United States each year. As a guideline, this allowance typically covers three trips per year. The annual cost of this benefit is not to exceed USD 50,000. 
 Automobile Assistance: 
 The costs for the rent or purchase two
family-style automobiles, the services of two drivers during your international assignment and standard automobile insurance on such two vehicles for you and your spouse will be paid on your behalf by Cisco. The annual cost is not to exceed INR
2,381,800 (USD 53,852 as of January 3, 2007). 
 In addition, Cisco will continue to pay you the transportation allowance that you were provided in
connection with your international assignment to the United States from the Netherlands as it will be necessary for you to return to the United States for business purposes. That allowance shall continue to be paid through payroll in the Netherlands
and shall be in the amount of EUR 1,850 (USD 2,535 as of August 1, 2007) each month. 
 Relocation Payment: 
 After you have completed your first full year working on international assignment in India, Cisco will pay you a lump sum relocation allowance equal to EUR 27,574 (USD
37,776 as of August 








 
Wim Elfrink 
 November 19, 2007 
 Page 5 
 1, 2007) per year paid through payroll in the Netherlands for
relocation, adjustment and transition assistance. The first payment shall be made on or about the one year anniversary of your international assignment and subsequent payments on or about your subsequent annual anniversary dates. This payment shall
be in lieu of the Miscellaneous Relocation Payment set forth in the International Assignment Policy. 
 The assignment allowances will have already been
implemented. Please notify [                    ] of Cartus, if you have any questions regarding these payments. In addition, please notify
Cartus of any changes in your family size within 30 days while you are on assignment. These changes may affect the structuring of your benefits package or allowances. 
 Repatriation 
 Upon completion of your international assignment, Cisco will provide you with relocation assistance
related to your move back to the United States. This will include one-way business class travel for you and your qualifying dependents; shipment of household goods and personal effects and temporary living in your home country. 
 Assuming your international assignment is successful, upon its termination Cisco will attempt to employ you in a position comparable to your then current position and
which utilizes the skills and experience you gained during your international assignment. If Cisco is unable to provide you with a position comparable to your then current position, Cisco will attempt to provide you with a position comparable to
your position immediately prior to the commencement of your international assignment. Your base salary and target bonuses, in either case, will be at a level commensurate with the position offered. If Cisco is unable to offer you a position, your
employment will terminate and Cisco will pay you an amount equal to the sum of (i) one year of your then current annual salary, and (ii) the target annual bonus for your level under the EIP (together the “Severance”).
Cisco’s obligation to pay the Severance will be contingent upon your execution and the effectiveness of a release agreement in a form provided by Cisco within 30 days of your “separation from service” from Cisco as that term is
defined in Section 409A. This Severance would be in lieu of any entitlement you may have to notice of termination, to pay in lieu of notice of termination, or to any other severance payment from any source. This section supersedes any
termination of employment provision of the International Assignment Policy. 
 Taxes 
 Your international assignment will be covered by Cisco’s Tax Equalization Policy and you hereby acknowledge that you have accepted all the terms and conditions set forth in Exhibit B. Your pay will be subject to
annual hypothetical tax deductions in amounts determined by Ernst & Young (“EY”). Cisco’s philosophy regarding tax equalization is that as an international assignee, you will neither materially gain nor lose from the
differences in income and social tax costs between your home and host country, within certain parameters. Tax equalization applies to Cisco equity awards as described in the Tax Equalization Policy. Any Indian Fringe Benefits tax related to your
equity income will be handled in the same manner as other international assignees assigned to India. For purposes of tax equalization, your home country will be the 







 Wim Elfrink 
 November 19,
2007 
 Page 6 
 United States. Cisco has retained EY, an
independent tax accounting firm, to provide assistance with the preparation of both your home and local country tax filing obligations and to prepare annual tax equalization calculations. Please contact
[                            ] in EY’s Tax Department for any questions. 
 Fees associated with tax services provided by EY and other tax consulting services, including any services provided by your tax advisor in the Netherlands, shall be paid
on your behalf by Cisco not to exceed USD 75,000 per year. 
 Notwithstanding the foregoing, if this Agreement or any benefit payable to you hereunder
is subject to Section 409A and you are a “specified employee” (within the meaning of Section 409A) as of the date you separate from service from Cisco, then any payments scheduled to be made to you pursuant to this Agreement
during the first six months following your separation from service shall be delayed and shall accrue interest at the applicable federal rate for such six month period. The delayed payments (and including any accrued interest) shall be paid
immediately following the end of the six month delay. In no event shall Cisco be liable for any taxes or penalties imposed under Section 409A with respect to any benefit(s) paid to you pursuant to this Agreement. All reimbursements under this
Agreement that are subject to Section 409A shall be made no later than the end of the calendar year next following the calendar year in which the applicable expenses are incurred and the Severance, if any, shall be paid no later than the 15th
day of the third month following the year in which your international assignment terminates. Any tax equalization payments shall be paid within the time periods described in Section 1.409A-1(b)(8)(iii) of the Treasury Regulations under
Section 409A. 
 Dispute Resolution 
 You and Cisco
acknowledge and agree that any and all disputes or claims arising from or relating to your recruitment to or employment with Cisco (including but not limited to disputes or claims arising from or relating to this Agreement), or the termination of
your employment, will be resolved solely and exclusively pursuant to final and binding arbitration in lieu of any evidentiary hearing before a government agency and/or a court trial before a judge or jury, pursuant to the terms of Cisco’s
Arbitration Agreement and Policy, a copy of which can be found at http://wwwin.cisco.com/HR/employee/proprietary_info/agreement2arbitrate.shtml. The agreement to arbitrate means that both you and Cisco have expressly waived any and all rights
to a trial before a court or a jury. 
 General 
 Cisco’s personnel policies and standards of business apply to your assignment, unless a written exception is provided by a company representative authorized to make that exception or is otherwise set forth in this Agreement.

 This Agreement sets forth the entire agreement between you and Cisco regarding your international assignment except that existing agreements with Cisco
such as your agreement to arbitrate, your proprietary information and inventions agreement and agreement(s) establishing at-will employment are not superseded by this agreement, unless expressly provided to the contrary herein. 







 Wim Elfrink 
 November 19,
2007 
 Page 7 
 This Agreement can only be modified by a written
document signed in writing by Randy Pond or his successor(s) or designee(s) and approved by the Compensation and Management Development Committee of the Board of Directors. Please note that Cisco reserves the right to unilaterally modify the
provisions of this Agreement and/or the documents incorporated herein as legal requirements may dictate, new practices may require or for other reasons at the discretion of Cisco. In the event such modifications are made, notification will be
provided to you. 
 This Agreement shall be governed by, and construed in accordance with, the laws of the State of California (except its choice-of-law
provisions). 
 We are excited to have you join our operations in India. If you are in agreement with the terms and conditions of your assignment as outlined
in this letter and in the attached policies, please sign the two originals and return one to the person listed below. 
  

											
	BY CISCO SYSTEMS, INC.	 		 		 	APPROVED & ACCEPTED	 	
	  
 /s/ Randy Pond
  
 Randy
Pond                            
	 	  
 November 19, 2007
 Date
	 		 	  
 /s/ Wim Elfrink
  
 Wim Elfrink                            
	 	  
 November 19, 2007
 Date

	 Executive Vice President, Operations,
 Processes and
Systems
	 		 		 	Executive Vice President, Customer Advocacy and Chief Globalization Officer	 	
				
	Return one original to:	 		 	[                    ]	 	
		 		 	Cisco Systems, Inc.	 	
		 		 	170 West Tasman Dr.	 	
		 		 	San Jose, CA 95134	 	
		 		 	United States	 	








 EXHIBIT A 
  

	1.	Termination of the Employee’s home country employment agreement will be subject to a notice period of two (2) months. Notice must be given before the end of a calendar
month, in which case the formal notice period will start on the first day of the month following the month during which notice was served. 

  

	2.	The Employee shall be entitled to an annual holiday allowance of 8% of the gross annual base salary, payable in the month of May of the current year. If the Employee performed work
during only a part of the year, the holiday allowance shall be calculated and paid proportionately. 

  

	3.	The Employee shall be entitled to 25 days’ holiday a year, which the Employee shall take in consultation with and after approval by the Employer. 

 In principle, accrued holidays must be taken in the calendar year in which they accrue. Excess holidays (i.e., holidays accrued during a certain year
which have not been taken during the calendar year in which they accrued) must be taken between 1 January and 1 April of the subsequent calendar year in consultation with the Employer. If, after consultation, the holidays are not taken
during the said period, the Employer shall designate the period during which the holidays must be taken. If, in spite of this, the designated holiday period is not taken, the claim to the excess holidays shall lapse. 
 Upon termination of the employment relationship, the Employee shall not be entitled to any salary over holidays and/or hours which have been taken but
which have not yet accrued. The Employee shall be obliged to repay the Employer any salary already received over such holidays and/or hours at the end of the employment relationship. 
  

	4.	If the Employee is ill or unable to perform work for any other reason, he shall be obliged to inform the Employer thereof on the first day of absence. 

 If the Employee is unable to perform his work as a result of illness, he shall remain entitled to 100% of his last earned salary for a period of 52 weeks,
unless the illness was caused intentionally by him or ensued from an infirmity in respect of which he intentionally gave the Employer false information when he entered into the employment agreement, in the event he causes an obstruction of or delay
in the recovery process, or if the Employee - despite being able to do so - refuses to perform other suitable work for his own Employer or - with the prior approval of the Industrial Insurance Board - for another employer. 
 The wages will be reduced by: 
 - the amount
of any financial benefit which the Employee receives under any statutorily prescribed insurance or under any insurance or from many fund which was agreed upon in or results from the employment agreement; 
 - the amount of income earned by the Employee, whether in or outside the employer-employee relationship, from work which he has performed in the period
during which the contractually agreed work could have been performed if he had not been prevented from doing so. 







 If the Employee’s incapacity for work was caused by a third party, the Employer shall not be obliged
to pay the Employee’s salary or a supplement to his social security benefits. If, in that case, the Employee can hold a third party liable for loss of income in connection with his incapacity for work, he shall assign his claim against the
third party to the Employer, for which he will receive an amount equal to the amount which he would have received if the third party had not been involved in the incapacity for work. The Employer will pay the amount to which the Employee is in that
case entitled in monthly installments, the amount of which shall be determined by the Employer. 
 The Employer will not invoke the provisions
contained above, if and insofar as the Employee cannot hold the third party liable. 
  

	5.	The Employer shall compensate 50% of the Employee’s premium payable for the standard insurance class of the Company’s health insurance plan. The Company does not
contribute to the costs of participating in insurance plans other than the Company plan. 

 The Employer has taken out accident
insurance, i.e. “Cisco’s Worldwide Business Travel Accident Insurance (BTA)”, for the benefit of the Employee. 
  

	6.	As required, the Employee has joined the employers pension scheme in the Netherlands. Both employee and employer participate in the costs of this scheme. Under the scheme there is
an employer contribution for the following pensions: old age pension, survivors pension, orphans pension and occupational disability benefit. By way of example, for fiscal 2007, Cisco’s contribution to this scheme was approximately EUR 135,000
(USD 184,950 as of August 1, 2007). The contribution percentage increases with age and the contribution amount is generally determined as a percentage of certain cash compensation of the employee. Contributions are used to purchase insurance
which has a specified minimum guaranteed annual rate of return. 

  

	7.	Neither during the employment term nor upon termination of the employment shall the Employee inform any third party in any form, directly or indirectly, of any particulars
concerning or related to the business conducted by the Employer or its affiliated companies which he could reasonably have known were not intended for third parties, regardless of the manner in which he learned of the particulars.


 Any violation of the obligation to maintain confidentiality as set forth in the preceding paragraph shall carry a penalty of
NLG 10,000, immediately payable by the Employee to the Employer and without prejudice to any other claims which the Employer may have, including the right to full damages. 
  

	8.	Insofar as the rights specified hereinafter are not vested in the Employer by operation of law on the grounds of the employment relation between the parties, the Employee covenants
that he shall transfer and, insofar as possible, hereby transfers to the Employer any rights of whatever nature in or arising from inventions made by the Employee in the discharge of his duties, both in the Netherlands and abroad.


  

	9.	The foregoing provisions on this Exhibit A shall be governed by the laws of the Netherlands. 








 EXHIBIT B 
 CISCO SYSTEMS, INC. 
 INTERNATIONAL ASSIGNMENT TAX EQUALIZATION POLICY AGREEMENT 
 I acknowledge having read the Tax Equalization Policy of Cisco Systems, Inc. (“Cisco”), located at
http://wwwin.cisco.com/FinAdm/Tax/StockOptions/stock_faq.shtml, and understand the personal impact of the Policy. Any questions concerning this Policy with Cisco have been fully explained to my satisfaction. I accept that all interpretations
under this agreement shall be controlled by the Policy of Cisco, which is included as part of this agreement. Cisco shall have the right and privilege at any time it deems necessary and proper to amend, add, or delete provisions to and from this
Policy without prior notice. 
 I understand and agree that all tax positions affecting income, deductions and credits outside the scope of the Policy (i.e.,
amounts not covered by the Policy) are the responsibility of the employee. Cisco is not liable for any taxes, penalties, or interest resulting from a successful challenge by any tax authority of any item not covered by the Policy. 
 In addition, I understand the employee is fully responsible for all penalties and interest charges assessed by any tax authority due to the employee’s failure to
(1) provide information to Ernst & Young on a timely basis, (2) notify Ernst & Young of any significant personal income or investment transactions, or (3) cooperate with Cisco with respect to the tax equalization
process. 
 I understand and agree that Cisco will reduce my compensation by an estimated hypothetical tax. The estimated hypothetical tax is an amount which
approximates my periodic estimated tax deductions calculated with reference to compensation, benefits, deductions and credits otherwise available to me had I remained in my home country, except as otherwise provided in this Policy. In return, Cisco
will advance wages that I have not yet earned to assist with the payment of my actual home and host country tax liabilities within the limits prescribed by the Policy. 
 I understand that these wage advances provided by Cisco for payment of taxes constitutes an obligation by me to Cisco, which will be reconciled with the final liabilities that are Cisco’s responsibility through
the annual tax equalization settlement calculation. After completion of the tax equalization settlement statement for each taxable year, I agree to repay any obligation for each taxable year within thirty (30) days. If I fail to repay any
obligation to Cisco within thirty (30) days after completion of the tax equalization settlement statement, then, unless Cisco and I have agreed otherwise in writing, Cisco shall have the right to: 
  

	 	a)	reduce any foreign assignment allowances or reimbursements due to me, and/or 

  

	 	b)	reduce future amounts paid to me whether as wages, salary or other compensation for services performed in light of my having received wage advances that I have not yet earned.


 The total obligation will become immediately due and payable if my employment with Cisco or any of its affiliate corporations is terminated,
whether voluntarily or involuntarily. 







 If I fail to furnish tax records in response to a request by Cisco pursuant to the Policy, or cease employment with Cisco
or any of its subsidiaries for any reason before the tax records needed to complete the year-end tax equalization settlement statement under the Policy are available, then Cisco shall have the right to calculate such amounts by making reasonable
assumptions of probable taxes. If an amount is owed to Cisco, Cisco shall also have the right to require immediate payment of such amount, including the right to reduce future amounts paid to me whether as wages, salary or other compensation for
services performed in light of my having received wage advances that I have not yet earned, unless Cisco and I have agreed otherwise in writing.