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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNI A
SAN JOSE DIVISION
IN RE CISCO SYSTEMS, INC .SECURITIES LITIGATION
This Document Relates To :
ALL ACTIONS .
Master File No. C-01-20418-JW(PVT)
CLASS ACTION
DECLARATION OF CAROLE K.SYLVESTER RE A) MAILING OF THENOTICE OF PENDENCY ANDPROPOSED SETTLEMENT OF CLASSACTION AND THE PROOF OF CLAIMAND RELEASE FORM ; AND B)PUBLICATION OF THE SUMMARYNOTICE
DATE : December 5, 2006TIME: 9:00 a.m .COURTROOM : The Honorable
James Ware
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I, Carole K. Sylvester, declare :THE NOTICE AND PROOF OF CLAIM AND RELEAS E
1 . I submit this declaration in order to provide the Court and th e
parties to the above-captioned litigation with information regarding the mailing
of the Notice of Pendency and Proposed Settlement of Class Action (the
"Notice"), and the Proof of Claim and Release form (the "Proof of Claim") and
the publication of the Summary Notice . I am over 21 years of age and am not a
party to this action. I have personal knowledge of the facts set forth herein and,
if called as a witness, could and would testify competently thereto .
2. I am employed by Gilardi & Co. LLC, located at 3301 Kerner
Blvd., San Rafael, California. My firm was retained as the Claims
Administrator in this matter. I oversaw the notice services Gilardi provided in
accordance with the Order Preliminarily Approving Settlement and Providing
for Notice (the "Order") that was filed with the Court in this matter . True and
correct copies of the Notice and the Proof of Claim are attached hereto as
Exhibits A and B, respectively . The Notice and Proof of Claim were in the
form approved by the Court .
MAILING OF THE NOTIC E
3 . On or before September 21, 2006 I caused 66,377 address labels
prepared from listings provided by the transfer agent for Cisco Systems, Inc.
("Cisco") to be affixed to envelopes containing the Notice and Proof Claim
form ("Claim Package"). These address labels reflected the names and
addresses of all persons appearing on the transfer agent's records who bought
Cisco securities during the period from November 10, 1999 through February 6,
2001 . I thereafter caused all of the envelopes to be posted for first-class mail
and delivered on September 21, 2006 to the United States Post Office located in
Declaration of Carole Sylvester 1
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Santa Rosa, California. The total number of Claim Packages mailed on
September 21, 2006 to those members of the class was 66,377.
4 . Our firm, as a part of its normal procedure , sends a cover letter
with the claim package to a list of 79 entities (most of which are major
brokerage houses) which commonly hold securities in "street name" as
nominees for the benefit of their customers who are the beneficial purchasers of
the securities. The letter advises the nominees of the pending action and
requests their cooperation in forwarding notice to the beneficiary . A copy of
the letter dated September 22, 2006 sent to nominees and brokerage houses in
this case is attached hereto as Exhibit C .
5. My firm has acted as a repository for shareholder inquiries and
communications received in this action . In this regard, we have forwarded the
Claim Package on request to nominees who held Cisco securities for th e
beneficial interest of other persons and entities . We have also forwarded the
Claim Package directly to beneficial owners upon receipt of the names an d
addresses from such nominees .
6 . In response to correspondence or inquiries from potential clas s
members and/or nominees, we have caused to be mailed directly to potential
class members and nominees an additional 2,576,877 Claim Packages. As of
this date, we have mailed a total of 2,643,254 Claim Packages to suc h
recipients . Included in the total Claim Packages sent were individual mailings
to: (a) Charles Morgan & Katherine M . Morgan Jt Ten, 2220 Calle Opalo, San
Clemente, CA 92673-5618 (the "Morgan Mailing") ; (b) Richard P. Bosson,
2703 Montague Ct. E, Clearwater, FL 33761-1217 (the "Bosson Mailing") ; (c)
Morris and Associates, Salomon Smith Barney PS Plan, Stephen B . Morris,
Trustee, 1007 Cordova St ., San Diego, CA 92107-4001 (the "Morris Mailing") ;
(d) John R. Ihms, Kathy A. Ihms TTEE U/A/D/ 06-20-1991, FBO Ihms Family
Declaration of Carole Sylvester 2
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Trust, 19149 Sierra Estates Dr ., Newhall, CA 91321-2272 (the "Ihms
Mailing"); (e) Steven Moldane, 3309 142d PL, NE, Bellevue, WA 98007-3249
(the "Moldane Mailing"), and (f) Lee M. Cassidy & Dianne L . Galloway, 1503
Colonial Ct., Arlington, VA 22209-1439 (the "Cassidy & Galloway Mailing") .
a) Name and address information for the Morgan Mailing was received
from National Investor Services Inc . on Wednesday, October 18, 2006, as part
of its submission of more than 40,000 name and address records in response to
our September 22, 2006 request . Claim Packages were mailed to uniqu e
records within this group on or before Monday, October 23, 2006.
b) Name and address information for the Bosson Mailing was receive d
from H&R Block on Monday, October 9, 2006, as part of its submission of
more than 37,000 name and address records in response to our September 22,
2006 request. Claim Packages were mailed to unique records within this group
on or before Monday, October 16, 2006 .
c), d),and e) Name and address information for c) the Morris Mailing, d )
the Ihms Mailing, and e) the Moldane Mailing was received from CitiGroup
Global Markets on Friday, October 6, 2006, as part of its submission of more
than 320,000 name and address records in response to our September 22, 2006
request. The submission consisted of 14 different source data files in multiple
formats . To ensure proper handling within the United States Postal System, and
to achieve the most economical First Class postage rate, we manipulated the
files to make them consistent in format, to remove duplicate records and to
separate domestic and foreign addresses . It took a significant amount of time to
accomplish this . Claim Packages were mailed to unique records within this
group on or before Monday, October 23, 2006 .
f) Name and address information for the Cassidy & Galloway Mailing
was received from Charles Schwab on Wednesday, October 18, 2006, as part of
Declaration of Carole Sylvester 3
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its submission of more than 309,327 name and address records in response to
our September 22, 2006 request . It took significant time to prepare the file ; to
remove duplicate records and separate domestic and foreign addresses. Claim
Packages were mailed to unique records within this group on or before Monday,
October 23, 2006 .
7. I also caused a copy of the Notice, the Proof of Claim form and the
Stipulation of Settlement to be posted on our website (www.gilardi .com) on or
about September 21, 2006 .
PUBLICATION OF THE SUMMARY NOTIC E
8. I caused the Summary Notice to be published in Investor's
Business Daily on September 26, 2006 as shown in the declaration of
publication attached here to as Exhibit D .
I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct and that this declaration was
executed this 15th day of November 2006, at San Rafael, California .
CAROLE I.. YLVESTER
I Declaration of Carole Sylvester 4
CERTIFICATE OF SERVIC E
I hereby certify that on November 20, 2006, 1 electronically filed the foregoing with the
Clerk of the Court using the CM/ECF system which will send notification of such filing to the e-mail
addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I have
mailed the foregoing document or paper via the United States Postal Service to the non-CM/ECF
participants indicated on the attached Manual Notice List .
s/Spencer A. Burkholz
SPENCER A . BURKHOL Z
LERACH COUGHLIN STOIA GELLERRUDMAN & ROBBINS LL P
655 West Broadway, Suite 1900San Diego , CA 92101Telephone : 619/231-1058619/231-7423 (fax )E-mail : SpenceWiNerachlaw .com
Mailing Information for a Case 5 :01-cv-20418-JW
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case .
• George E. [email protected]
• Eric J. Belfiebelfi@labaton .com ElectronicCaseFiling@labaton .com
• Stuart L. Berma [email protected]
• Ronald S [email protected]
• Patrice L. Bishopservice@ssbla .com
• Norman J. Blearsnblears@hewm .com susan .griffin-preston@hel lerehrman. com;yvonne. somek@hellerehrman. com;v ictor . gonzales@he l l erehrman.com
• Ruth Marian Bond, Esqruth [email protected] blanca .martin@sfgov .org
• Jennifer Corinne Bretanjbretan@fenwick .com
• George H. Browngbrown@hewm .com [email protected] ;rsazegari@hewm .com
• Spencer A. BurkholzSpenceB@lerachlaw .com e_file_sd@lerachlaw .com ;[email protected]
• Connie M. Cheungconniec@lerachlaw .come_file_sd@lerachlaw .com ;e_file_sf@lerachlaw .com ;KiyokoH@lerachlaw .com
• James Nixon Danie [email protected]
• Daniel S . DrosmanDanD@lerachlaw .com e_file_sd@lerachlaw .com ;e_file_sf@lerachlaw .com
• Krista M. Ennskenns@winston .com hhammon@winston .com
• Kathryn Frit zkfritz@fenwick .com
• Donald P . Gagliardidgagliardi@be-law .com [email protected]
• Bruce C. [email protected]
• Daniel C. Girardgirardgibbs@girardgibbs .com cma@girardgibbs .com
• Lionel Z. [email protected]
• Jonah [email protected]
• Mark Gordon• John Halebian
jhalebian@lshllp .com lshscanner@lshllp .com• Thomas J . Harrison• Alice L. Jensen
ajensen@fenwick .com vadelman@fenwick .com
• Robert A. JigarjianCAND.USCOURTS@CLASSCOUNSEL .COM
• Willem F. Jonckhee rwjonctcheer@schubert-reed .com
• Dean S. [email protected]
• Felix Leeflee@fenwick .com
• William S . Lerache_fi l [email protected]
• Robert L . Michelsrmichels@winston .com
• Matthew Paul [email protected] e_file_sd@lerachlaw .com;[email protected]
• Kevin P. Muckkmuck@fenwick .com cprocida@fenwick .com
• Lucas OltsLukeO@Lerachlaw .com
• Troy Alan Rafferty
trafferty@levinlaw .com balverson@levinlaw .com
• Brian J: [email protected]@ruflaw .com;maytorena@ruflaw .com ;sputtick@ruflaw .com
• Darren J. Robbins• Daniel T. Rockey
drockey@hewm .com [email protected];rsazegari@hewm .com
• Michael L. Rugenmrugen@hewm .com
• Robert Yale [email protected]
• James G. Stranch, IIIjgs@branstetterlaw .com [email protected]
• Jessica TallyJessicaT@lerachlaw .com
• Carol Lynn ThompsonCTHOMPSON@HEWM .COM
• Lesley E. [email protected] [email protected]
• Dan Keith Web bdwebb@winston .com
• Ethan Richard Yorkeyork@winston .com ECF_CH@winston .com
Manual Notice Lis t
The following is the list of attorneys who are not on the list to receive e-mail notices for this case(who therefore require manual noticing) . You may wish to use your mouse to select and copythis list into your word processing program in order to create notices or labels for thes erecipients .
J . Erik Connolly
Winston & Strawn LLP
West Wacker Drive
Chicago, IL 60601-9703
Christopher Alan Garcia
Attorney at Law
Dell, Inc
1 Dell Way-Legal
Round Rock, TX 78682
Frederick W . Gerkens, III
Wechsler Harwood Halebian & Feffer, LLP
488 Madison Avenue, 8th Floor
New York,, NY 10022
Corey D . Holzer
Holzer Holzer & Cannon LLC
1117 Perimeter Center West
Suite E-10 7
Atlanta, GA 30338
Peter Lawrence Kaufman
Levin Papantonio Thomas Mitchell Echsner
316 South Baylen Street, Suite 600
Pensacola, FL 3250 2
Frederick T . Kuykendal l
Levin Papantonio Thomas Mitchell Echsner316 South Baylen Street, Suite 600
Pensacola, Fl 3250 1
Christopher R . Leclerc
Heller Ehrman LL P
275 Middlefield Road
Menlo Park, Ca 94025-3506
Fredric G . Levin
Levin PapantonioThomas Mitchell Echsner
316 South Baylen Street, Suite 600
Pensacola, fL 3250 1
Timothy M . O'Brien
Levin Papantonio Thomas Mitcgell Echsner
316 South Baylen Street, Suite 600
Pensacola, Fl 3250 1
J. Papantonio Papantoni o
Levin, Papantonio, Thomas, Mitchell, Ech
316 South Baylen Street, Suite 600
Pensacola_ F1 3250 1
Joe Scarborough
Levin, Papantonio, Thomas, Mitchell, Ech
316 South Baylen Street, Suite 600
Pensacola_ Fl 3250 1
Robert E . Smith, JR
Levin Papantonio thomas Mitchell Echsner
316 South Baylen St ., Ste 40 0
Pensacola, FL 3250 2
Melvyn I . Weiss
Attorney at Law
One Pennsylvania Plaza
New York, NY 10119-1063
Manual Service List (cont . )In re Cisco Systems, Inc. Sec. Litig.Master File No. C-01-20418-JW(PVT)
Stephen B. Morris, APCMORRIS and ASSOCIATES401 West "A" Street, Suite 2200San Diego, CA 92101Telephone : 619/239-1300
Wayne Schneider, General Counse lNEW YORK STATE TEACHERS' RETIREMENT SYSTEM10 Corporate Woods Driv eAlbany, NY 12211-2395Telephone : 800/356-312 8
Richard P . Bosson2703 Montague Court EastClearwater , FL 3376 1
Charles W. Morgan2220 Calle OpaloSan Clemente, CA 92673Telephone : 949/498-829 6
John P . DillmanTara L . Grundemeier1301 Travis , Suite 300Houston , TX 77002Telephone : 713/844-343 6
John R. Ihms19149 Sierra Estates DriveNewhall, CA 91321-227 2
Lee M . Cassidy1503 North Colonial CourtArlington , VA 2220 9
Steven L. Moldane3309 142nd Place NEBellevue, WA 98007-3249Telephone : 425/376-2830
EXHIBIT A
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNI A
SAN JOSE DIVISIO N
IN RE CISCO SYSTEMS, INC . SECURITIES ) Master File No . C-01-20418-JW(PVT)LITIGATION
CLASS ACTION
This Document Relates To :ALL ACTIONS
NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTIO N
To: ALL PERSONS WHO PURCHASED CISCO SYSTEMS, INC . ("CISCO") SECURITIES DURING THEPERIOD BEGINNING NOVEMBER 10, 1999 THROUGH FEBRUARY 6, 2001, AND HELD THOSESECURITIES ON THE LAST DAY OF THAT PERIO D
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BYPROCEEDINGS IN THIS LITIGATION . PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER , YOU MAY BEENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE . TO CLAIM YOURSHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE ("PROOF OF CLAIM")POSTMARKED ON OR BEFORE DECEMBER 21, 2006 .
IF YOU DO NOT WISH TO BE INCLUDED IN THE CLASS AND YOU DO NOT WISH TO PARTICIPATE IN THEPROPOSED SETTLEMENT DESCRIBED IN THIS NOTICE, YOU MAY REQUEST TO BE EXCLUDED . TO DO SO,YOU MUST SUBMIT A WRITTEN REQUEST FOR EXCLUSION THAT MUST BE RECEIVED ON OR BEFOREOCTOBER 31, 2006 .
This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of theUnited States District Court for the Northern District of California (the "Court") . The purpose of this Notice is to inform youof the pendency and proposed settlement of this class action litigation and of the hearing to be held by the Court toconsider the fairness, reasonableness, and adequacy of the settlement . This Notice is not intended to be, . and should notbe construed as, an expression of any opinion by the Court with respect to the truth of the allegations in the Litigation orthe merits of the claims or defenses asserted . This Notice describes the rights you may have in connection with thesettlement and what steps you may take in relation to the settlement and this class action litigation .
The proposed settlement creates a fund in the amount of $99,250,000 in cash ( the "Settlement Fund") and willinclude interest that accrues on the fund prior to distribution . Your recovery from this fund will depend on a number ofvariables, including the number of shares of Cisco securities you purchased during the period November 10, 1999 toFebruary 6, 2001 and held on February 6, 2001 and the timing of your purchases and any sales . Depending on thenumber of eligible shares purchased by Class Members who elect to participate in the settlement and when those shareswere purchased and sold, the estimated average distribution per share will be approximately $0 .09 before deduction ofCourt-approved fees and expenses .
Lead Plaintiffs and Defendants do not agree on the average amount of damages per share that would . berecoverable if the Lead Plaintiffs were to have prevailed on each claim alleged . The issues on which the parties disagreeinclude : (1) the amount by which Cisco securities were allegedly artificially inflated (if at all) during the Class Period ; (2)the effect of various market forces influencing the trading price of Cisco securities at various times during the ClassPeriod ; (3) the extent to which external factors, such as general market and industry conditions, 'influenced the tradingprice of Cisco securities at various times during the Class Period ; (4) the extent to which the various matters that LeadPlaintiffs alleged were materially false or misleading influenced (if at all) the trading price of Cisco securities at varioustimes during the Class Period ; (5) the extent to which the various allegedly adverse material facts that Lead Plaintiffsalleged were omitted influenced (if at all) the trading price of Cisco securities at various times during the Class Period ; (6)whether the statements made or facts allegedly omitted were material, false, misleading or otherwise actionable under thesecurities laws; (7) whether any Individual Defendants traded on insider information ; and (8) whether even if liability couldbe proven, total damages would still be $0, or $0 per damaged share .
EXHIBIT A
The Lead Plaintiffs believe that the proposed settlement is a good recovery and is in the best interests of theClass. At the time this settlement was reached, Defendants' summary judgment motions were pending and had beenpartially argued . Had Defendants prevailed on these motions and because of other risks associated with continuing tolitigate and proceeding to trial, there was a danger that the Class would not have prevailed on any of their claims, in whichcase the Class would receive nothing . The amount of damages recoverable by the Class was and is challenged byDefendants . Recoverable damages in-,this case are limited to losses caused by conduct actionable under applicable lawand, had the Litigation gone to trial, Defendants would have asserted that all or most of the losses of Class Members werecaused by non-actionable market, industry or general economic factors . In fact, Defendants also argued that the recentU .S. Supreme Court decision in Broudo v. Dura Pharms., 544 U .S. 336 (2005), on the issue of loss causation fordamages, required complete dismissal of the case . Defendants would also assert that throughout the Class Period theuncertainties and risks associated with the purchase . of Cisco securities were fully and adequately disclosed .
Plaintiffs' Co-Lead Counsel have. not received any payment for their services in conducting this Litigation onbehalf of the Lead Plaintiffs and the Members of the Class, nor have they been reimbursed for all of their substantial out-of-pocket expenditures . If the settlement is approved by the Court, counsel for the plaintiffs will apply to the Court forattorneys' fees of $15 million or approximately 15 .1% of the Settlement Fund and reimbursement of out-of-pocketexpenses not to exceed $8.9 million to be paid from the Settlement Fund . The amount sought for fees is less thanplaintiffs' counsel's straight hourly charges and includes no enhancement for plaintiffs' counsel for the risk of non-paymentor delay in payment. If the amount requested is approved by the Court, the average cost per share will be $0 .02. Inaddition, Lead Plaintiffs may seek reimbursement of their expenses (including lost wages) incurred in prosecuting theLitigation on behalf of the Class in an amount not to exceed $75,000 each .
For further information regarding this settlement you may contact : Rick Nelson, Lerach Coughlin Stoia GellerRudman & Robbins LLP, 655 W . Broadway, Suite 1900, San Diego, CA 92101, Telephone : 800/449-4900 .
1 . NOTICE OF HEARING ON PROPOSED SETTLEMEN T
A settlement hearing will be held on December 5, 2006, at 9 00 a .m., before the Honorable James Ware, UnitedStates District Judge, at the United States Courthouse, Northern District of California, 280 South First Street, San Jose,California (the "Settlement. Hearing") . The purpose of the Settlement Hearing will be to determine : (1) whether thesettlement consisting of $99,250,000 in cash should be approved as fair, reasonable and adequate to the Settling Parties ;(2) whether . the proposed plan to distribute the settlement proceeds (the "Plan of Allocation") is fair, reasonable, andadequate; and (3) whether the application by Plaintiffs' Co-Lead Counsel for an award of attorneys' fees and expensesand reimbursement of the expenses. of the Lead Plaintiffs should be approved . The Court may adjourn or continue theSettlement Hearing without further notice to the Class .
II. DEFINITIONS USED IN THIS NOTICE
1 . "Authorized Claimant" means any Class Member whose claim for recovery has been allowed pursuant tothe terms of the Stipulation .
2. "Cisco" means Cisco Systems, Inc .
3. "Cisco Defendants" means Cisco Systems, Inc. and the Individual Defendants .
4. "Claims Administrator" means the firm of Gilardi & Co . LLC .
5. "Class" means all Persons (other than those Persons who timely and validly request exclusion from theClass) .who purchased Cisco securities between November 10, 1999 and February 6, 2001 and held those securities onthe last day of that period . Excluded from the Class are the Defendants and officers and directors of the Defendants, aswell as their families, and the families of any Defendant .
6. "Class Member" or "Member of the Class" mean a Person who falls within the definition of the Class asset forth above.
7. "Class Period" means the period commencing on November 10, 1999 through February 6, 2001, inclusive .
8. "Defendants" means the Cisco Defendants and PwC .
9. "Individual Defendants" means John Chambers, Larry Carter, Judith L . Estrin, Gary J . Daichendt, CarlRedfield, Donald J . Listwin, Michaelangelo Volpi, Donald Valentine, Steven West and Edward Kozel .
10. "Lead Plaintiffs" means Alexander Nehring, Plumbers & Pipefitters National Pension Fund, CarpentersPension Fund of Illinois, and Central States, Southeast and Southwest Areas Pension Fund, and John Petrera .
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11 . "Person" means an individual, corporation, partnership, limited partnership, association, joint stockcompany, estate, legal representative, trust, unincorporated association, government or any political subdivision or agencythereof, 'and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees .
12 . "Plaintiffs' Co-Lead Counsel" means Lerach Coughlin Stoia Geller Rudman & Robbins LLP, Keith F . Park,Spencer A . Burkholz, 655 W . Broadway, Suite 1900, San Diego, CA 92101 ; and Lerach Coughlin Stoia Geller Rudman &Robbins LLP, Patrick J . Coughlin, 100 Pine Street, Suite 2600, San Francisco, CA 94111 ; and Levin, Papantonio,Thomas, Mitchell, Echsner & Proctor, P .A., Timothy M. O'Brien, 316 South Baylen Street, Suite 600, Pensacola, FL32501 .
13. "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund whereby the SettlementFund shall be distributed to Authorized Claimants after payment of expenses of notice and administration of thesettlement, Taxes and Tax Expenses and such attorneys' fees, costs, expenses and interest, as well as Lead Plaintiffs'expenses if any as may be awarded by the Court . Any Plan of Allocation is not part of the Stipulation and neitherDefendants nor their Related Parties shall have any responsibility or liability with respect thereto .
14. "PwC" means PricewaterhouseCoopers LLP .
15. "Related Parties" means each of a Defendant's past or present directors, officers, employees, partners,insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors, personal or legalrepresentatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,related or affiliated entities, any entity in which a Defendant has a controlling interest, any members of any IndividualDefendant's immediate family, or any trust of which any Individual Defendant is the settlor or which is for the benefit of anyIndividual Defendant's family .
16. "Released Claims" shall collectively mean any and all claims arising from the purchase (as the term isused in the Securities Exchange Act of 1934 to include contract to buy, purchase, or otherwise acquire) or sale of Ciscosecurities and relating in any way to Cisco's financial statements, the sale of securities by any Cisco officer, director oremployee, or any other acts, facts, statements or omissions during the Class Period that are alleged or could have beenalleged in the Litigation . "Released Claims" includes "Unknown Claims" as defined below .
17. "Released Persons" means each and all of the Defendants and their Related Parties .
18. "Settling Parties" means, collectively, the Defendants and the Lead Plaintiffs on behalf of themselves andthe Members of the Class .
19. "Unknown Claims" means any Released Claims which any Lead Plaintiff or Class Member does not knowor suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her orit, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, heror its decision not to object to this settlement. With respect to any and all Released Claims, the Settling Parties stipulateand agree that, upon the Effective Date, the Lead Plaintiffs shall expressly and each of the Class Members shall bedeemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights and benefits ofCalifornia Civil Code §1542, which provides :
A general release does not extend to claims which the creditor does not know or suspectto exist in his or her favor at the time of executing the release, which if known by him or her musthave materially affected his or her settlement with the debtor .
The Lead Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of theJudgment shall have, expressly waived any and all provisions, rights and benefits conferred by any law of any state orterritory of the United States, or principle of common law, which is similar, comparable or equivalent to California CivilCode §1542 . The Lead Plaintiffs and Class Members may hereafter discover facts in addition to or different from thosewhich he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but eachLead Plaintiff shall expressly and each Class Member, upon the Effective Date, shall be deemed to have, and byoperation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, knownor unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which nowexist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future,including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law orrule, without regard to the subsequent discovery or existence of such different or additional facts . The Lead Plaintiffsacknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that theforegoing waiver was separately bargained for and a key element of the settlement of which this release is a part .
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111 . THE LITIGATION
On'and after April 20, 2001, the following actions were filed in the United States District Court for the NorthernDistrict of California (the "Court") as securities class actions on behalf of purchasers of Cisco securities during definedperiods of time .
CASE NAME CASE NUMBER
Plumbers & Pipefitters Local 572 Pension Fund v.Cisco Systems, Inc., et al.
C-01-20418-JW
Walanka v. Cisco Systems, Inc., et al. C-01-1587-ME J
Pirelli Armstrong Tire Corp . Retiree Medical BenefitsTrust v. Cisco Systems, Inc., et a!.
C-01-20375-JW
Lloyd v. Cisco Systems, Inc., et al. C-01-1613-ED L
Rubin v. Cisco Systems, Inc., et al. C-01-1608-ME J
Caresio v. Cisco Systems, Inc., et al. C-01-1623-ME J
Deitel v. Cisco Systems, Inc ., et al. C-01-1629-MEJ
Schneier v. Cisco Systems, Inc., et al. CX-01-1641-ED L
Kofsky v. Cisco Systems, Inc., et al . C-01-1683-ED L
Hsu v. Cisco Systems, Inc., et al. C-01-1699-J L
Orlando v. Cisco Systems, Inc ., et al. C-01-1719-ME J
Maurer v. Cisco Systems, Inc., eta !. C-01-1743-WD B
Campanella v. Cisco Systems, Inc., et al . C-01-1946-JC S
Mayer v. Cisco Systems, Inc., et al. C-01-2006-ME J
Norell v. Cisco Systems, Inc., et al . C-01-2165-WD B
Hall v. Cisco Systems, Inc., et al . C-02-2347-MEJ
Taylor v. Cisco Systems, Inc., et al. C-01-2248-JC B
These actions were consolidated under case number C-01-20418-JW for all purposes by an order filed November15, 2001 . The consolidated actions are referred to herein collectively as the "Litigation ." On November 14, 2001,Alexander Nehring, Plumbers & Pipefitters National Pension Fund, Carpenters Pension Fund of Illinois, and CentralStates, Southeast and Southwest Areas Pension Fund, and John Petrera were appointed as Lead Plaintiffs .
The operative complaint in the Litigation is the First Amended Class Action Complaint for Violations of the FederalSecurities Laws (the "Complaint"), filed December 6, 2002 . The Complaint alleges violations of §§10(b), 20(a)'and 20A ofthe Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder on behalf of a class of purchasers of Cisco securities .
IV. CLAIMS OF THE LEAD PLAINTIFFS AND BENEFITS OF SETTLEMENT
The Lead Plaintiffs believe that the claims asserted in the Litigation have merit and that the evidence developed todate supports the claims . However, counsel for the Lead Plaintiffs recognize and acknowledge the expense and length ofcontinued proceedings necessary to prosecute the Litigation against the Defendants through trial and through appeals .Counsel for the Lead Plaintiffs also have taken into account the uncertain outcome and the risk of any litigation, especiallyin complex actions such as the Litigation, as well as the difficulties and delays inherent in such litigation . Counsel for theLead Plaintiffs also are mindful of the inherent problems of proof under and possible defenses to the securities lawviolations asserted in the Litigation . Qounsel for the Lead Plaintiffs believe that the settlement set forth in the Stipulationconfers substantial benefits upon the Class . Based on their evaluation, counsel for the Lead Plaintiffs have determinedthat the settlement set forth in the Stipulation is in the best interests of the Lead Plaintiffs and the Class .
V. DEFENDANTS' STATEMENT AND DENIALS OF WRONGDOING AND LIABILITY
The Defendants have denied and continue to deny each and all of the claims alleged by the Lead Plaintiffs in theLitigation. The Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against the m
4
arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Litigation .The Defendants also have denied and continue to deny, inter alia, the allegations that the Lead Plaintiffs or the Classhave suffered damage, that the price of Cisco securities was artificially inflated by reasons of alleged misrepresentations,non-disclosures or otherwise, that any of the Individual Defendants traded on inside information, or that the Lead Plaintiffsor the Class were harmed by the conduct alleged in the Complaint and Defendants believe that the evidence developed todate supports their positions .
Nonetheless, the Defendants have concluded that further conduct of the Litigation would be protracted andexpensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms andconditions set forth in the Stipulation . The Defendants also have taken into account the uncertainty and risks inherent inany litigation, especially in complex cases like the Litigation . The Defendants have, therefore, determined that it isdesirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth inthe Stipulation .
VI. TERMS OF THE PROPOSED SETTLEMENT
The Defendants have paid or caused to be paid into an escrow account, pursuant to the terms of the Stipulationof Settlement dated as of August 28, 2006 (the "Stipulation"), cash in the amount of $99,250,000 which has been earningand will continue to earn interest for the benefit of the Class . In exchange for such payment, the Released Claims will bereleased, discharged and dismissed with prejudice as against each of the Released Persons .
A portion of the settlement proceeds will be used for certain administrative expenses, including costs of printingand mailing this Notice, the cost of publishing a newspaper notice, payment of any taxes assessed against the SettlementFund and costs associated with the processing of claims submitted. In addition, as explained below, a portion of theSettlement Fund may be awarded by the Court to counsel for plaintiffs as attorneys' fees and for reimbursement of out-of-pocket expenses . The balance of the Settlement Fund (the "Net Settlement Fund") will be distributed according to thePlan of Allocation described below to Class Members who submit valid and timely Proof of Claim forms .
VII . THE RIGHTS OF CLASS MEMBERS
If you are a Class Member, you may receive the benefit of and you will be bound by the terms of the proposedsettlement described in section VI of this Notice, upon approval of it by the Court .
If you are a Class Member, you have the following options :
1 . You may file a Proof of Claim as described below . If you choose this option, you will remain a ClassMember, you will share in the proceeds of the proposed settlement if your claim is timely and valid and if the proposedsettlement is finally approved by the Court, and you will be bound by the Judgment and release described below .
2. If you do not wish to be included in the Class and you do not wish to participate in the proposedsettlement described in this Notice, you may request to be excluded . To do so, you must submit a written request forexclusion that must be received on or before October 31, 2006 . You must set forth: (a) your name, address andtelephone number; (b) the number of shares of Cisco securities purchased and the number of shares sold during theClass Period and held on February 6, 2001 and the dates and prices of such purchase(s), and/or sale(s) ; and (c) that youwish to be excluded from the Class . The exclusion request should . be addressed as follows :
Cisco Securities LitigationClaims Administratorc/o Gilardi & Co . LLCP.O. Box 808072Petaluma , CA 94975-8072
NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE INFORMATION DESCRIBEDABOVE IS INCLUDED IN ANY SUCH REQUEST .
If you timely and validly request exclusion from the Class, (a) you will be excluded from the Class, (b) you will notshare in the proceeds of the settlement described herein, (c) you will not be bound by any judgment entered in theLitigation, and (d) you will not be precluded, by reason of your decision to request exclusion from the Class, fromotherwise prosecuting an individual claim, if timely, against Defendants based on the matters complained of in the Litigation .
3. If you do not request in writing to be excluded from the Class as set forth above, you will be bound by anyand all determinations or judgments in the Litigation in connection with the settlement entered into or approved by theCourt, whether favorable or unfavorable to the Class, and you shall be deemed to have, and by operation of the Judgmen t
5
shall have fully released all of the Released Claims against the Released Persons, whether or not you submit a validProof of Claim .
4. You may object to the settlement and/or the application of Plaintiffs' Co-Lead Counsel or Lead Plaintiffsfor an award of attorneys' fees and reimbursement of expenses in the manner set forth below . The filing of a Proof ofClaim by a Class Member does not preclude a Class Member from objecting to the settlement. However, if your objectionis rejected you will be bound by the settlement and the Judgment just as if you had not objected .
5. You may do nothing at all . If you choose this option, you will not share in the proceeds of the settlement,but you will be bound by any Judgment entered by the Court, and you shall be deemed to have, and by operation of theJudgment shall have fully released all of the Released Claims against the Released Persons .
If you are a Class Member, you may, but are not required to, enter an appearance through counsel of your ownchoosing at your own expense . If you do not do so, you will be represented by Plaintiffs' Co-Lead Counsel : LerachCoughlin Stoia Geller Rudman & Robbins LLP, Keith F . Park, Spencer A. Burkholz, 655 W. Broadway, Suite 1900, SanDiego, CA 92101 ; Lerach Coughlin Stoia Geller Rudman & Robbins LLP, Patrick J . Coughlin, 100 Pine Street, Suite 2600,San Francisco, CA 94111 ; and Levin, Papantonio, Thomas, Mitchell, Echsner & Proctor, P .A., Timothy M . O'Brien, 316South Baylen Street, Suite 600, Pensacola, FL 32501 .
VIII . PLAN OF ALLOCATION
The Net Settlement Fund will be distributed to Class Members who submit valid, timely Proof of Claim formsunder the Plan of Allocation described below . The Plan of Allocation provides that you will be eligible to participate in thedistribution of the Settlement Fund only if you have a net loss on all transactions in Cisco securities during the ClassPeriod .
For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation,Plaintiffs' Co-Lead Counsel have consulted with their damage consultants and the Plan of Allocation reflects anassessment of the damages that they believe could have been recovered had Lead Plaintiffs prevailed at trial .
To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive anamount equal to the Authorized Claimant's claim, as defined below . If, however, the amount in the Net Settlement Fund isnot sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall bepaid the percentage of the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims ofall Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants .
A claim will be calculated as follows :
COMMON STOCK
This allocation is based on the daily per share amounts set forth in Exhibit 1 hereto and shall be calculated as follows :
1 . For shares of Cisco common stock purchased from November 10, 1999 through February 6, 2001, and
(a) sold prior to February 7, 2001, the claim per share is $0 ;
(b) retained at the end of February 6, 2001, the claim per share shall be the daily per share amounton the date of purchase .
CALL OPTIONS
1 . For call options on Cisco common stock purchased from November 10, 1999 throughFebruary 6, 2001, an d
(a) owned at the end of February 6, 2001, the claim per call option is the difference between theprice paid for the call option less the proceeds received upon the settlement of the call option contract ;
(b) not owned at the end of February 6, 2001, the claim per call option is $0 .
2. For call options on Cisco common stock written from November 10, 1999 through February 6, 2001, theclaim per call option is $0 .
PUT OPTIONS
1 . For put options on Cisco common stock written from November 10, 1999 through February 6, 2001, and
(a) held at the end of February 6, 2001, the claim per put option is the difference between the pricepaid upon settlement of the put option contract less the initial proceeds received upon the sale of the put option contract ;
(b) not held at the end of February 6, 2001, the claim per put option is $0 .
6
2. For put options on Cisco common stock purchased from November 10, 1999 through February 6, 2001,the claim, per put option is $0 .
Note: In the case the option was exercised for Cisco common stock, the amount paid, or proceeds received, uponthe settlement of the option contract equals the intrinsic value of the option using Cisco common stock's closing price onthe date the option was exercised .
Note: The combined recovery for the call options and the put options shall not exceed 3% of the Settlement FundThe date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date .
For Class Members who held shares at the beginning of the Class Period or made multiple purchases or salesduring the Class Period, the first-in, first-out ("FIFO") method will be applied to such holdings, purchases and sales forpurposes of calculating a claim. Under the FIFO method, sales of shares during the Class Period will be matched, inchronological order, first against shares held at the beginning of the Class Period . The remaining sales of shares duringthe Class Period will then be matched, in chronological order, against shares purchased during the Class Period .
A Class Member will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member hada net loss, after all profits from transactions in Cisco securities during the Class Period are subtracted from all losses .However, the proceeds from sales of stock which have been matched against stock held at the beginning of the ClassPeriod will not be used in the calculation of such net loss . No distributions will be made to Class Members who wouldotherwise receive less than $10.00 .
The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member on equitable grounds .
Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants .No Person shall have any claim of any kind against Defendants or their Related Parties with respect to the investment ordistribution of the Settlement Fund . No Person shall have any claim against Plaintiffs' Co-Lead Counsel or any claimsadministrator or other person designated by Plaintiffs' Co-Lead Counsel based on distributions made substantially inaccordance with the Stipulation and the settlement contained therein, the Plan of Allocation, or further orders of the Court .All Class Members who fail to complete and file a valid and timely Proof of Claim shall be barred from participating indistributions from the Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of theterms of the Stipulation, including the terms of any judgment entered and the releases given .
IX. PARTICIPATION IN THE SETTLEMENT
TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELYCOMPLETE AND RETURN THE PROOF OF CLAIM FORM THAT ACCOMPANIES THIS NOTICE . The Proof of Claimmust be postmarked on or before December 21, 2006, and delivered to the Claims Administrator at the address below .Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be barred from receiving anypayments from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and theJudgment .
X. DISMISSAL AND RELEASE S
If the proposed settlement is approved, the Court will enter a Final Judgment and Order of Dismissal withPrejudice ("Judgment") . The Judgment will dismiss the Released Claims with prejudice as to all Defendants . TheJudgment will provide that all Class Members shall be deemed to have released and forever discharged all ReleasedClaims against all Released Persons and that the Released Persons shall be deemed to have released and discharged allClass Members and counsel to the Lead Plaintiffs from all claims arising out of the prosecution and settlement of theLitigation or the Released Claims .
XI . APPLICATION FOR FEES AND EXPENSE S
At the Settlement Hearing, counsel for plaintiffs will request the Court to award attorneys' fees of $15 million orapproximately 15 .1 % of the Settlement Fund, plus reimbursement of the expenses, not to exceed $8 .9 million which wereincurred in connection with the Litigation, plus interest thereon . In addition, the Lead Plaintiffs will seek reimbursement oftheir expenses (including lost wages) incurred in representing the Class in the Litigation, not to exceed $75,000 each .Such sums as may be approved by the Court will be paid from the Settlement Fund . Class Members are not personallyliable for any such fees or expenses .
To date, Plaintiffs' Co-Lead Counsel have not received any payment for their services in conducting this Litigationon behalf of the Lead Plaintiffs and Members of the Class, nor have counsel been completely reimbursed for theirsubstantial out-of-pocket expenses . The fee requested by Plaintiffs' Co-Lead Counsel will compensate counsel for theirefforts in achieving the Settlement Fund for the benefit of the Class, and for their risk in undertaking this representation o n
7
a wholly contingent basis . The fee requested is well within (if not below) the range of fees awarded to plaintiffs' counselunder similar circumstances in other litigation of this type .
XII . CONDITIONS FOR SETTLEMENT
The settlement is conditioned upon the occurrence of certain events described in the Stipulation . Those eventsinclude, among other things : (1) entry of the Judgment by the Court, as provided for in the Stipulation ; and (2) expirationof the time to appeal from or alter or amend the Judgment . If, for any reason, any one of the conditions described in theStipulation is not met, the Stipulation might be terminated and, if terminated, will become null and void, and the parties tothe Stipulation will be restored to their respective positions as of August 27, 2006 .
XIII . THE RIGHT TO BE HEARD AT THE HEARIN G
Any Class Member who timely and validly files a written objection to any aspect of the settlement, the Plan ofAllocation, or the application for attorneys' fees and expenses, may appear and be heard at the Settlement Hearing . Anysuch Person must submit a written notice of objection, received on or before October 31, 2006, to each of the following :
CLERK OF THE COURTUNITED STATES DISTRICT COUR T
NORTHERN DISTRICT OF CALIFORNIA280 South First StreetSan Jose , CA 9511 3
Co-Lead Counsel for Plaintiffs :LERACH COUGHLIN STOIA
GELLER RUDMAN & ROBBINS LLPKEITH F. PARKSPENCER A. BURKHOLZ655 W. Broadway, Suite 1900San Diego, CA 9210 1
LEVIN, PAPANTONIO, THOMAS,MITCHELL, ECHSNER & PROCTOR, P .A .
TIMOTHY M . O'BRIE N316 South Baylen Street , Suite 600Pensacola , FL 32501
Counsel on Behalf of Cisco Systems, Inc., JohnChambers, Larry Carter, Judith L . Estrin, Gary J .Daichendt, Carl Redfield, Donald J. Listwin,Michaelangelo Volpi, Donald Valentine, Steven West andEdward Kozel
WINSTON & STRAWN LLPDAN K. WEBBROBERT Y . SPERLING35 West Wacker DriveChicago, IL 60601-9703
FENWICK & WEST LLPKEVIN P. MUCKDEAN S. KRISTY275 Battery StreetSan Francisco, CA 9411 1
Counsel on Behalf of PricewaterhouseCoopers LLPHELLER EHRMAN LLPMICHAEL L. RUGE N333 Bush Street, Suite 3100San Francisco, CA 94104-287 8
The notice of objection must demonstrate the objecting Person's membership in the Class, including the number of Ciscosecurities purchased and sold during the Class Period and held at the end of the Class Period, and contain a statement ofthe reasons for objection . Only Members of the Class who have submitted written notices of objection in this manner willbe entitled to be heard at the Settlement Hearing, unless the Court orders otherwise .
XIV. SPECIAL NOTICE TO NOMINEE S
If you hold any Cisco securities purchased during the Class Period and held on February 6, 2001 as nominee fora beneficial owner, then, within ten (10) days after you receive this Notice, you must either : (1) send a copy of this Noticeand the Proof of Claim by first class mail to all such Persons ; or (2) provide a list of the names and addresses of suchPersons to the Claims Administrator:
8
Cisco Securities LitigationClaims Administratorc/o Gilardi & Co . LLCP.O. Box 808072Petaluma, CA 94975-8072
If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator(without cost to you) as many additional copies of these documents as you will need to complete the mailing .
Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed foryou, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expectedto be incurred in connection with forwarding the Notice and Proof of Claim and which would not have been incurred but forthe obligation to forward the Notice and Proof of Claim, upon submission of appropriate documentation to the Claims Administrator .
XV. EXAMINATION OF PAPER S
This Notice is a summary and does not describe all of the details of the Stipulation . For full details of the mattersdiscussed in this Notice, you may review the Stipulation filed with the Court, which may be inspected during businesshours, at the office of the Clerk of the .Court, United States Courthouse, Northern District of California, 280 South FirstStreet, San Jose, California or at www.gilardi .com.
If you have any questions about the settlement of the Litigation, you may contact Plaintiffs' Co-Lead Counsel by writing :LERACH COUGHLIN STOIAGELLER RUDMAN & ROBBINS LLP
KEITH F . PARKSPENCER A . BURKHOLZ655 W. Broadway, Suite 1900San Diego, CA 9210 1
DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE .
DATED : September 11, 2006 BY ORDER OF THE COURTUNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
Exhibit 1Daily Per Share Amoun t
Date Amount Date Amount Date Amount Date Amoun t
11/10/1999 $0.32 12/29/1999 $0.43 2/15/2000 $1 .00 4/3/2000 $1 .1 4
11/11/1999 $0.34 12/30/1999 $0.43 2/16/2000 $0.99 4/4/2000 $1 .1 4
11/12/1999 $0.33 12/31/1999 $0.43 2/17/2000 $1 .02 4/5/2000 $1 .1 3
11/15/1999 $0.33 1/3/2000 $0.43 2/18/2000 $0.98 4/6/2000 $1 .1 2
11/16/1999 $0.34 1/4/2000 $0.41 2/22/2000 $0.97 4/7/2000 $1 .1 7
11/17/1999 $0.34 1/5/2000 $0.41 2/23/2000 $1 .08 4/10/2000 $1 .1 3
11/18/1999 $0.35 1/6/2000 $0.40 2/24/2000 $1 .07 4/11/2000 $1 .09
11/19/1999 $0.35 1/7/2000 $0.42 2/25/2000 $1 .04 4/12/2000 $1 .02
11/22/1999 $0.35 1/10/2000 $0.44 2/28/2000 $1 .02 4/13/2000 $0.96
11/23/1999 $0.35 1/11/2000 $0.43 2/29/2000 $1 .03 4/14/2000 $0.89
11/24/1999 $0.37 1/12/2000 $0.42 3/1/2000 $1 .03 4/17/2000 $1 .04
11/26/1999 $0.37 1/13/2000 $0.43 3/2/2000 $1 .04 4/18/2000 $1 .08
11/29/1999 $0.37 1/14/2000 $0.43 3/3/2000 $1 .07 4/19/2000 $1 .03
11/30/1999 $0.36 1/18/2000 $0.45 3/6/2000 $1 .06 4/20/2000 $1 .02
12/1/1999 $0.37 1/19/2000 $0.45 3/7/2000 $1 .03 4/24/2000 $0.99
12/2/1999 $0.37 1/20/2000 $0.45 3/8/2000 $1 .03 4/25/2000 $1 .03
12/3/1999 $0.38 1/21/2000 $0.46 3/9/2000 $1 .09 4/26/2000 $1 .04
12/6/1999 $0.39 1/24/2000 $0.44 3/10/2000 $1 .07 4/27/2000 $1 .08
12/7/1999 $0.41 1/25/2000 $0.45 3/13/2000 $1 .06 4/28/2000 $1 .08
12/8/1999 $0.40 1/26/2000 $0.43 3/14/2000 $1 .03 5/1/2000 $1 .1 2
12/9/1999 $0.40 1/27/2000 $0.43 3/15/2000 $1 .01 5/2/2000 $1 .06
12/10/1999 $0.40 1/28/2000 $0.42 3/16/2000 $1 .03 5/3/2000 $1 .03
12/13/1999 $0.41 1/31/2000 $0.44 3/17/2000 $1 .05 5/4/2000 $0.99
12/14/1999 $0.39 2/1/2000 $0.47 3/20/2000 $1 .05 5/5/2000 $1 .06
12/15/1999 $0.38 2/2/2000 $0.46 3/21/2000 $1 .10 5/8/2000 $0.98
12/16/1999 $0.39 2/3/2000 $0.47 3/22/2000 $1 .13 5/9/2000 $0.98
12/17/1999 $0.40 2/4/2000 $0.49 3/23/2000 $1 .22 5/10/2000 $2.1 9
12/20/1999 $0.41 2/7/2000 $0.50 3/24/2000 $1 .24 5/11/2000 $2.25
12/21/1999 $0.42 2/8/2000 $0.50 3/27/2000 $1 .25 5/12/2000 $2.24
12/22/1999 $0.41 2/9/2000 $1 .01 3/28/2000 $1 .22 5/15/2000 $2.24
12/23/1999 $0.42 2/10/2000 $1 .06 3/29/2000 $1 .19 5/16/2000 $2.27
12/27/1999 $0.42 2/11/2000 $1 .02 3/30/2000 $1 .15 5/17/2000 $2.1 7
12/28/1999 $0.42 2/14/2000 $1 .02 3/31/2000 $1 .21 5/18/2000 $2.07
10
Date Amount Date Amount Date Amount Date Amount
5/19/2000 $2.00 7/14/2000 $2.55 9/7/2000 $5.31 10/31/2000 $4.32
5/22%2000 $2.07 7/17/2000 $2.60 9/8/2000 $5.12 11/1/2000 $4.1 8
5/23/2000 $1 .89 7/18/2000 $2.52 9/11/2000 $4.90 11/2/2000 $4.47
5/24/2000 $2.06 7/19/2000 $2.50 9/12/2000 $4.72 11 /3/2000 $4.55
5/25/2000 $2.04 7/20/2000 $2.60 9/13/2000 $4.91 11/6/2000 $4.42
5/26/2000 $2.06 7/21/2000 $2.55 9/14/2000 $4.91 11/7/2000 $5.66
5/30/2000 $2.24 7/24/2000 $2.47 9/15/2000 $5.03 11/8/2000 $5.20
5/31/2000 $2.13 7/25/2000 $2.55 9/18/2000 $4.81 11/9/2000 $5.3 1
6/1/2000 $2.28 7/26/2000 $2.57 9/19/2000 $4.97 11/10/2000 $4.99
6/2/2000 $2.41 7/27/2000 $2.54 9/20/2000 $5.06 11/13/2000 $5 .02
6/5/2000 $2.37 7/28/2000 $2.35 9/21/2000 $4.90 11/14/2000 $5.29
6/6/2000 $2.29 7/31/2000 $2.45 9/22/2000 $4.83 11/15/2000 $5 .34
6/7/2000 $2.35 8/1/2000 $2.36 9/25/2000 $4.58 11/16/2000 $5.09
6/8/2000 $2.38 8/2/2000 $2.28 9/26/2000 $4.42 11/17/2000 $5.26
6/9/2000 $2.41 8/3/2000 $2.41 9/27/2000 $4.59 11/20/2000 $5 .1 1
6/12/2000 $2.32 8/4/2000 $2.45 9/28/2000 $4.76 11/21/2000 $5.35
6/13/2000 $2.43 8/7/2000 $2.48 9/29/2000 $4.43 11/22/2000 $5.04
6/14/2000 $2.44 8/8/2000 $2.45 10/2/2000 $4.45 11/24/2000 $5 .25
6/15/2000 $2.49 8/9/2000 $5.43 10/3/2000 $4.51 11/27/2000 $5.1 1
6/16/2000 $2.54 8/10/2000 $5.08 10/4/2000 $4.69 11/28/2000 $5.08
6/19/2000 $2.58 8/11/2000 $5.15 10/5/2000 $4.61 11/29/2000 $5.1 5
6/20/2000 $2.51 8/14/2000 $5.17 10/6/2000 $4.50 11/30/2000 $4.77
6/21/2000 $2.52 8/15/2000 $5.06 10/9/2000 $4.30 12/1/2000 $4.83
6/22/2000 $2.42 8/16/2000 $5.05 10/10/2000 $4.10 12/4/2000 $4.57
6/23/2000 $2.34 8/17/2000 $5.08 10/11/2000 $4.10 12/5/2000 $5.20
6/26/2000 $2.35 8/18/2000 $5.09 10/12/2000 $3.99 12/6/2000 $5.1 3
6/27/2000 $2.33 8/21/2000 $5.25 10/13/2000 $4.49 12/7/2000 $4.98
6/28/2000 $2.38 8/22/2000 $5.19 10/16/2000 $4.37 12/8/2000 $5.22
6/29/2000 $2.29 8/23/2000 $5.38 10/17/2000 $4.37 12/11/2000 $5.46
6/30/2000 $2.38 8/24/2000 $5.33 10/18/2000 $4.19 12/12/2000 $5.42
7/3/2000 $2.42 8/25/2000 $5.25 10/19/2000 $4.67 12/13/2000 $5.1 0
7/5/2000 $2.31 8/28/2000 $5.29 10/20/2000 $4.59 12/14/2000 $5.08
7/6/2000 $2.42 8/29/2000 $5.33 10/23/2000 $4.48 12/15/2000 $4.80
7/7/2000 $2.45 8/30/2000 $5.33 10/24/2000 $4.40 12/18/2000 $4.28
7/10/2000 $2.36 8/31/2000 $5.50 10/25/2000 $4.06 12/19/2000 $4.1 6
7/11/2000 $2.32. 9/l/2000 $5.49 10/26/2000 $4.29 12/20/2000 $3.64
7/12/2000 $2.39 9/5/2000 $5.29 10/27/2000 $4.06 12/21/2000 $3.87
7/13/2000 $2.44 9/6/2000 $5.15 10/30/2000 $3.85 12/22/2000 $4.1 4
11
Date Amount Date Amount Date Amount Date Amount
12/26/2000 $4.06 1/8/2001 $3.64 1/19/2001 $4.02 1/31/2001 $3.73
12/27/2000 $4.06 1/9/2001 $3.70 1/22/2001 $4.13 2/l/2001 $3.8 1
12/28/2000 $3.94 1/10/2001 $3.61 1/23/2001 $4.25 2/2/2001 $3.54
12/29/2000 $3.81 1/11/2001 $3.90 1/24/2001 $4.24 2/5/2001 $3.44
1/2/2001 $3.32 1/12/2001 $3.79 1/25/2001 $3.92 2/6/2001 $3.56
1/3/2001 $4.12 1/16/2001 $3.84 1/26/2001 $3.82
1/4/2001 $4.17 1/17/2001 $3.89 1/29/2001 $3.7 1
1/5/2001 $3.65 1/18/2001 $4.17 1/30/2001 $3.79
12
EXHIBIT B
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
In re CISCO SYSTEMS, INC . SECURITIES ) Master File No . C-01-20418-JW(PVT)LITIGATION
CLASS ACTION
This Document Relates To :
ALL ACTIONS .
PROOF OF CLAIM AND RELEAS E
1 . GENERAL INSTRUCTION S
1 . To recover as a Member of the Class based on your claims in the action entitled In re Cisco Systems, Inc .Securities Litigation, Master File No. C-01-20418-JW(PVT) (the "Litigation"), you must complete and, on page 8 hereof,sign this Proof of Claim and Release . If you fail to timely file a properly addressed (as set forth in paragraph 3 below)Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from theSettlement Fund created in connection with . the proposed settlement of the Litigation .
2. Submission .of this Proof of Claim and Release, however, does not assure that you will share in theproceeds of settlement in the Litigation .
3 . YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASEPOSTMARKED ON OR BEFORE DECEMBER 21, 2006 , ADDRESSED AS FOLLOWS :
Cisco Securities LitigationClaims Administratorc/o Gilardi & Co . LLC
P.O. Box 808072Petaluma , CA 94975-8072
If you are NOT a Member of the Settlement Class (as defined in the Notice of Pendency and Proposed Settlement ofClass Action) DO NOT submit a Proof of Claim and Release form .
4. If you are a Member of the Class, and you do not timely and validly request exclusion, you are bound bythe terms of any judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM ANDRELEASE .
II . DEFINITIONS
Terms as defined in the Notice of Pendency and Proposed Settlement of Class Action shall also apply herein .
III . CLAIMANT IDENTIFICATIO N
1 . If you purchased Cisco common stock or options and held the certificate(s) in your name, you are thebeneficial purchaser as well as the record purchaser . If, however, the certificate(s) were registered in the name of a thirdparty, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser .
2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), ifdifferent from the beneficial purchaser of Cisco common stock or options which forms the basis of this claim . THIS CLAIMMUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGALREPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE CISCO COMMON STOCK OR OPTIONSUPON WHICH THIS CLAIM IS BASED .
3. All joint purchasers must sign this claim . Executors, administrators, guardians, conservators and trusteesmust complete and sign this claim on behalf of Persons represented by them and their authority must accompany thisclaim and their titles or capacities must be stated . The Social Security (or taxpayer identification) number and telephonenumber of the beneficial owner may be used in verifying the claim . Failure to provide the foregoing information coulddelay verification of your claim or result in rejection of the claim .
EXHIBIT B1
• IV. CLAIM FORM ■
1 . Use Part 11 of this form entitled "Schedule of Transactions in Cisco Common Stock or Options" to supply al lrequired 'details of your transaction(s) in Cisco common stock or options . If you need more space or additional schedules,attach separate sheets giving all of the required information in substantially the same form . Sign and print or type yourname on each additional sheet .
2 . On the schedules, provide all of the requested information with respect to all of your purchases and all ofyour sales of Cisco securities which took place at any time beginning November 10, 1999 through February 6, 2001,inclusive (the "Class Period"), whether such transactions resulted in a profit or a loss . Failure to report all suchtransactions may result in the rejection of your claim .
3. List each transaction in the Class Period separately and in chronological order, by trade date, beginning withthe earliest . You must accurately provide the month, day and year of each transaction you list .
4. The date of covering a "short sale" is deemed to be the date of purchase of Cisco securities . The date of a"short sale" is deemed to be the date of sale of Cisco securities .
5. Broker confirmations or other documentation of your transactions in Cisco securities must be attached to yourclaim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim .Certain claimants with a large number of transactions, such as institutional holders, may ask (or be asked) to submit claiminformation in an electronic format . The Claims Administrator will decide when electronic filing of information will beauthorized. In these cases, all claimants must still submit a manually signed paper Proof of Claim form . The Proof ofClaim form must list all the data and transactions, whether or not they are also submitted electronically . Only electronicfiles authorized by the Claims Administrator will be considered properly submitted . The Claims Administrator will issue awritten acknowledgement of receipt and acceptance of electronically submitted data to the claimant .
■ 2
OfficialOfficeUseOnly
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
In re Cisco Systems, Inc. Securities LitigationMaster File No . C-01-20418-JW(PVT)
PROOF OF CLAIM AND RELEAS E
Please Type or Print in the Boxes BelowDo NOT use Red Ink, Pencil, or Staple s
CLAIMANT IDENTIFICATION
Must be Postmarkedon or beforeDecember 21, 200 6
CCSY1
Last Name (Beneficial Owner) First Name (Beneficial Owner)
Last Name (Co-Beneficial Owner) First Name (Co-Beneficial Owner)
1 1 1 1 1 1 E 1 1 1 1 1 1 1 1 Company/Beneficial Owner ( If Claimant is not an Individual )
Trustee /Custodian /Nominee
Record Owner ' s Name ( If Different from Beneficial Owner Listed Above )
Account#/Fund# (Not Necessa ry for Individual Filers) Trust /Pension Date
m' m / CISocial Security Number Taxpayer Identification Number
-m or mTelephone Number (Work) Telephone Number (Home)
Email Address
MAILING INFORMATIO NAddress
I I I- 1 1 I I I IAddress
City
Foreign Provinc e
For ClaimsProcessing Only
0
PCm LS❑ BC1 m DEF ❑ LAT E
3 L
PART II . SCHEDULE OF TRANSACTIONS IN CISCO COMMON STOCK OR OPTIONS
COMMON STOCK
ProofEnclosed?
A. Number of shares of Cisco common stock held at the 0 Ybeginning of trading on November 10, 1999: 0 N
B. Purchases (November 10, 1999 - February 6, 2001, inclusive) of Cisco common stock :
ruR%.nP►o o
Proof of
Trade Date Number of Shares of Common PurchaseMonth/Day/Year Stock Purchased Total Purchase Price Enclosed ?
M M Y Y Y
1 . m/~ / $ O N
2 . m~m /1 1 T-T] $ O N
3 . T-T-1 F I I I FT-~ I A $I I I I :E] O N
4 . m ~ml~ $ O N
5 . $ O N
6 . $~~ Q N
IMPORTANT: Identify by number listed above all purchases in which you covered a "short sale" :
C. Sales (November 10, 1999 - February 6, 2001, inclusive) of Cisco common stock :
SALESProof of
Trade Date Number of Shares of Common SalesMonth /Day/Year Stock Sold Total Sales Price Enclosed?
M M D D Y Y Y Y O
$ ON
2. _ ON
3. O N
4. ON
5. ON
6. O N
ProotEnclosed?
D. Number of shares of Cisco common stock held at the 0 Yclose of trading on February 6, 2001: 0 N
If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page .
YOU MUST READ AND SIGN THE RELEASE ON PAGE 8 . .FAILURE TO SIGN THE RELEASE■ MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM .
4
■ PART 11 . SCHEDULE OF TRANSACTIONS IN CISCO COMMON STOCK OR OPTIONS ■
CALL OPTIONS
E. Number of Cisco call options held at the beginning of trading on November 10, 1999 :
Number of Call Option Contracts Strike Price Expiration Date (Month /Day/Year)
F. I made the following purchases of call options on Cisco during the period from November 10, 1999 through Februa ry 6, 2001 ,inclusive :
Date(s ) of Purchase Total Purchase Price Proof of(List Chronologically) Number of Expiration Date (net of commissions , Purchase
(Month /Day/Year) Contracts Strike Price (Month/Day/Year) taxes and fees) Enclosed ?
/ / $ / / $ Y N00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
G. I made the following sales of call options on Cisco during the period from November 10, 1999 through February 6, 2001 ,inclusive:
Date(s ) of Sale Total Sales Price Proof of(List Chronologically) Number of Expiration Date (net of commissions, Sale
(Month /Day/Year) Contracts Strike Price (Month /Day/Year) taxes and fees ) Enclosed ?
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ $ Y N
00
/ / $ / / $ Y N
00
H. Number of Cisco call options held at close of trading on February 6, 2001 :
Number of Call Option Contracts Strike Price Expiration Date (Month/Day/Year)
If you require additional space, attach extra schedules in the same format as above . Sign and print your name on each additional page.YOU MUST READ AND SIGN THE RELEASE ON PAGE 8 . FAILURE TO SIGN THE RELEAS E
■ MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM . ■
5
■ PART II . SCHEDULE OF TRANSACTIONS IN CISCO COMMON STOCK OR OPTIONS
PUT OPTIONS
1 . Number of Cisco put options held at the beginning of trading on November 10, 1999:
Number of Put Option Contracts Strike Price Expiration Date (Month/Day/Year)
J. I made the following sales of put options on Cisco during the period from November 10, 1999 through February 6, 2001,inclusive :
Date (s) of Sale Total Sales Price Proof of(List Chronologically ) Number of Expiration Date (net of commissions, Sale
(Month /Day/Year) Contracts Strike Price (Month/Day/Year) taxes and fees ) Enclosed ?
/ / $ / / $ Y N00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ $ Y N00
/ / $ / / $ Y N00
/ / $ / / $ Y N
00
K. I made the following purchases of put options on Cisco during the period from November 10, 1999 through February 6, 2001 ,inclusive :
Date(s) of Purchase Total Purchase Price Proof of(List Chronologically ) Number of Expiration Date (net of commissions, Purchase
(Month/Day/Year) Contracts Strike Price (Month /Day/Year) taxes and fees ) Enclosed ?
$ / / $ Y N
00/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ / / $ Y N
00
/ / $ $ Y N
00
/ / $ $ Y N
00L. Number of Cisco put options held at close of trading on Februa ry 6, 2001 :
Number of Put Option Contracts Strike Price Expiration Date (Month/Day/Year)
If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page .
YOU MUST READ AND SIGN THE RELEASE ON PAGE B. FAILURE TO SIGN THE RELEAS E■ MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM . ■
6
■ V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS ■
I submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice .I also submit to the jurisdiction of the United States District Court for the Northern District of California, with respect to myclaim as a Class Member and for purposes of enforcing the release set forth herein . I further acknowledge that I ambound by and subject to the terms of any Judgment that may be entered in the Litigation . I agree to furnish additionalinformation such as transactions in other Cisco securities (including options) to the Claims Administrator to support thisclaim if required to do so . I have not submitted any other claim covering the same purchases or sales of Cisco securitiesduring the Class Period and know of no other Person having done so on my behalf.
V1 . RELEASE
1 . I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release anddischarge from the Released Claims each and all of the Defendants and each and all of their "Related Parties," defined aseach of a Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, controllingshareholders, attorneys, accountants or auditors, personal or legal representatives, predecessors, successors, parents,subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities, any entity in which a Defendanthas a controlling interest, any members of any Individual Defendant's immediate family, or any trust of which anyIndividual Defendant is the settlor or which is for the benefit of any Individual Defendant's family .
2 . "Released Claims" shall collectively mean any and all claims arising from the purchase (as the term is used in theSecurities Exchange Act of 1934 to include contract to buy, purchase, or otherwise acquire) or sale of Cisco securitiesand relating in any way to Cisco's financial statements, the sale of securities by any Cisco officer, director or employee, orany other acts, facts, statements or omissions during the Class Period that are alleged or could have been alleged in theLitigation. "Released Claims" includes "Unknown Claims" as defined in paragraph 3 hereof .
3 . "Unknown Claims" means any Released Claims which any Lead Plaintiff or Class Member does not know orsuspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it,might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her orits decision not to object to this settlement . With respect to any and all Released Claims, the Settling Parties stipulate andagree that, upon the Effective Date, the Lead Plaintiffs shall expressly and each of the Class Members shall be deemed tohave, and by operation of the Judgment shall have, expressly waived the provisions, rights and benefits of California CivilCode §1542, which provides :
A general release does not extend to claims which the creditor does not know or suspectto exist in his or her favor at the time of executing the release, which if known by him or her musthave materially affected his or her settlement with the debtor .
The Lead Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of theJudgment shall have, expressly waived any and all provisions, rights and benefits conferred by any law of any state orterritory of the United States, or principle of common law, which is similar, comparable or .equivalent to California CivilCode §1542. The Lead Plaintiffs and Class Members may hereafter discover facts in addition to or different from thosewhich he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but eachLead Plaintiff shall expressly and each Class Member, upon the Effective Date, shall be deemed to have, and byoperation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, knownor unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which nowexist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future,including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law orrule, without regard to the subsequent discovery or existence of such different or additional facts . The Lead Plaintiffsacknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that theforegoing waiver was separately bargained for and a key element of the settlement of which this release is a part .
4. This release shall only be in force when the Court approves the Stipulation of Settlement and the Stipulationbecomes effective on the Effective Date (as defined in the Stipulation) .
5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign ortransfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof .
6 . 1 (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions inCisco common stock or options which occurred during the Class Period as well as the number of shares of Ciscosecurities held by me (us) at the opening of trading on November 10, 1999, and at the close of trading onFebruary 6, 2001 .
7 a
■ SUBSTITUTE FORM W-9Part 1 . Request for Taxpayer Identification Number ("TIN") and Certification ■
First Name 1 . Last Name
Check appropriate box :
0 Individual/Sole Proprietor 0 IRA Q Trust 0 Corporation 0 Partnership 0 Pension Plan Q Other(specify)
Enter TIN on the appropriate line .
- For individuals, this is your Social Security Number ("SSN")- However, for a resident alien, sole proprietor, or disregarded entity, see Part 1 of the enclosed W-9 instructions .- For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name .
You may enter either your SSN or your Employer Identification Number ("EIN") .- For other entities, it is your EIN .
Social Security Number Employer Identification Number
-m- or m-Part II . For Payees Exempt from Backup Withholdin g
If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line :
Part III . Certification
UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT :(1) The number shown on this form is my correct TIN ; and(2) 1 (We) certify that I am (we are ) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(C) of the
Internal Revenue Code because : (a) I am (we are ) exempt from backup withholding ; or (b) I (we) have not been notified by theInternal Revenue Service that I am (we are ) subject to backup withholding as a result of a failure to report all interest ordividends ; or (c) the Internal Revenue Service has notified me (us ) that I am (we are ) no longer subject to backup withholding .NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross
out item 2 above .
SEE ENCLOSED FORM W-9 INSTRUCTION S
The Internal Revenue Service does not require your consent to any provision of this document other than the certificationrequired to avoid backup withholding .I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing informationsupplied on this Proof of Claim and Release form by the undersigned is true and correct .
Executed this day of(City/State/Country)(Month/Year )
(Sign your name here )
(Type or print your name here)
in
(Sign your name here )
(Type or print your name here )
(Capacity of person ( s) signing , e.g., (Capacity of person (s) signing, e.g . ,Beneficial Purchaser , Executor or Administrator ) Beneficial Purchaser , Executor or Administrator )Proof of Authority to File Enclosed? Q Y Q N Proof of Authority to File Enclosed? Q Y Q N(Not necessa ry if you are filing on your own behalf) (Not necessa ry if you are filing on your own behalf )(See Section 111, No . 3) (See Section 111, No. 3 )
ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME .THANK YOU FOR YOUR PATIENCE .
Reminder Checklist:
1 . Please sign the above release and declaration. 5. If you desire an acknowledgement of receipt of your claim2. Remember to attach supporting documentation, if available . form please send it Certified Mail, Return Receip t3. Do not send original stock certificates. Requested.4. Keep a copy of your claim form for your records. 6. If you move, please send the Claims Administrator your
new address .
■ 8 171
Form W-9 Instructions (Revised Jan-2003)
PURPOSE OF FOR M
A person who is required to file an information return with the IRS, must obtainyour correct taxpayer identification number (TIN) to report, for example, incomepaid to you, real estate transactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, or contributions youmade to an IRA.
U .S. person. Use Form W-9 only if you are a U .S . person (including aresident alien), to provide your correct TIN to the person requesting it (therequester) and, when applicable, to :
1 . Certify that the TIN you are giving is correct (or you are waiting for anumber to be issued) ,
2. Certify that you are not subject to backup withholding, o r
3. Claim exemption from backup withholding if you are a U .S . exempt payee .
Note : If a requester gives you a form other than Form W-9 to request you rTIN, you must use the requester's form if it is substantially similar to this FormW-9.
Foreign person . If you are a foreign person, use the appropriate Form W-8(see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities) .
Nonresident alien who becomes a resident alien . Generally, only ,anonresident alien individual may use the terms of a tax treaty to reduce oreliminate U .S . tax on certain types of income . However, most tax treaties containa provision known as a "saving clause ." Exceptions specified in the saving clausemay permit an exemption from tax to continue for certain types of income evenafter the recipient has otherwise become a U .S . resident alien for tax purposes.
If you are a U .S . resident alien who is relying on an exception contained in thesaving clause of a tax treaty to claim an exemption from U .S. tax on certain typesof income, you must attach a statement that specifies the following five items :
1 . The treaty country . Generally, this must be the same treaty under whichyou claimed exemption from tax as a nonresident alien .
2 . The treaty article addressing the income.
3 . The article number (or location) in the tax treaty that contains the savingclause and its exceptions .
4 . The type and amount of income that qualifies for the exemption from tax .
5 . Sufficient facts to justify the exemption from tax under the terms of thetreaty article .
Example. Article 20 of the U .S.-China income tax treaty allows an exemptionfrom tax for scholarship income received by a Chinese student temporarilypresent in the United States . Under U .S . law, this student will become a residentalien for tax purposes if his or her stay in the United States exceeds 5 calendaryears . However, paragraph 2 of the first Protocol to the U .S .-China treaty (datedApril 30, 1984) allows the provisions of Article 20 to continue to apply even afterthe Chinese student becomes a resident alien of the United States. A Chinesestudent who qualifies for this exception (under paragraph 2 of the first protocol)and is relying on this exception to claim an exemption from tax on his or herscholarship or fellowship income would attach to Form W-9 a statement thatincludes the information described . above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backupwithholding, give the requester the appropriate completed Form W-8.
What is backup withholding ? Persons making certain payments to you mustunder certain conditions withhold and pay to the IRS 30% of such payments(29% after December 31, 2003; 28% after December 31, 2005) . This .is called'backup withholding." Payments that may be subject to backup withholdinginclude interest, dividends, broker and barter exchange transactions, rents,royalties, nonemployee pay, and certain payments from fishing boat operators .Real estate transactions are not subject to backup withholding .
You will not be subject to backup withholding on payments you receive if yougive the requester your correct TIN, make the proper certifications, and report allyour taxable interest and dividends on your tax return .
Payments you receive will be subject to backup withholding if :
1 . You do not furnish your TIN to the requeste r
2 . You do not certify your TIN when required (see the Part 11 instructions onpage 4 for details), o r
3 . The IRS tells the requester that you furnished an incorrect TIN, o r
4 . The IRS tells you that you are subject to backup withholding because youdid not report all your interest and dividends on your tax return (forreportable interest and dividends only), o r
5. You do not certify to the requester that you are not subject to backupwithholding under 4 above (for reportable interest and dividend accountsopened after 1983 only) .
Certain payees and payments are exempt from backup withholding . See theinstructions below and the separate Instructions for the Requester of Form W-9 .
PENALTIES
Failure to furnish TIN . If you fail to furnish your correct TIN to a requester,you are subject to a penalty of $50 for each such failure unless your failure is dueto reasonable cause and not to willful neglect .
Civil penalty for false information with respect to withholding. If youmake a false statement with no reasonable basis that results in no backupwithholding, you are subject to a $500 penalty .
Criminal penalty for falsifying information . Willfully falsifying certificationsor affirmations may subject you to criminal penalties including fines and/orimprisonment.
Misuse of TINs . If the requester discloses or uses TINs in violation of Federallaw, the requester may be subject to civil and criminal penalties .
SPECIFIC INSTRUCTIONS
NAM E
If you are an individual, you must generally enter the name shown on yoursocial security card . However, if you have changed your last name, for instance,due to marriage without informing the Social Security Administration of the namechange, enter your first name, the last name shown on your social security card,and your new last name.
If the account is in joint names, list first, and then circle, the name of theperson or entity whose number you entered in Part I of the form .
Sole proprietor. Enter your individual name as shown on your social securitycard on the "Name" line. You may enter your business, trade, or "doing businessas (DBA)" name on the "Business name" line .
Limited liability company (LLC) . If you are a single-member LLC (includinga foreign LLC with a domestic owner) that is disregarded as an entity separatefrom its owner under Treasury regulations section 301 .7701-3, enter theowner's name on the " Name" line . Enter the LLC's name on the "Businessname" line .
Other entities . Enter your business name as shown on required Federal taxdocuments on the "Name" line . This name should match the name shown on thecharter or other legal document creating the entity . You may enter any business,trade, or DBA name on the "Business name" line .
Note: You are requested to check the appropriate box for your status(individual/sole proprietor, corporation, etc .) .
EXEMPT FROM BACKUP WITHHOLDING
If you are exempt, enter your name as described above and check theappropriate box for your status, then check the "Exempt from backupwithholding" box in the line following the business name, sign and date the form .
Generally, individuals (including sole proprietors) are not exempt from backupwithholding . Corporations are exempt from backup withholding for certainpayments, such as interest and dividends .
Note: If you are exempt from backup withholding, you should still completethis form to avoid possible erroneous backup withholding.
Exempt payees . Backup withholding is not required on any payments madeto the following payees :
1 . An organization exempt from tax under section 501(a), any IRA, or acustodial account under section 403(b)(7) if the account satisfies therequirements of section 40f (f)(2);
2. The United States or any of its agencies or instrumentalities ;3. A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities ;4. A foreign government or any of its political subdivisions, agencies, or
instrumentalities; o r5. An international organization or any of its agencies or instrumentalities .
Other payees that may be exempt from backup withholding include :
6. A corporation ;7: A foreign central bank of issue ;8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States ;9. A futures commission merchant registered with the Commodity Futures
Trading Commission ;10. A real estate investment trust;11 . An entity registered at all times during the tax year under the Investment
Company Act of 1940 ;12. A common trust fund operated by a bank under section 584(a) ;13. A financial institution;14. A middleman known in the investment community as a nominee or
custodian; or15. A trust exempt from tax under section 664 or described in section 4947 .
The chart below shows types of payments that may be exempt from backu pwithholding . The chart applies to the exempt recipients listed above, 1 throug h
15.If the paynient is for . . . THEN the payment is exempt for . . .
Interest and dividend payments All exempt recipients except for 9
Broker transactions Exempt recipients 1 through 13 . Also, aperson registered under the InvestmentAdvisers Act of 1940 who regularly act sas a broker
Barter exchange transactions Exempt recipients 1 through 5and patronage dividend s
Payments over $600 required to Generally, exempt recipientsbe reported and direct sales over 1 through 7 2$5,000
See Form 1099 -MISC, Miscellaneous Income, and its instructions .
2However, the following payments made to a corporation (including grossproceeds paid to an attorney under section 6045(f), even if the attorney is acorporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys' fees ; andpayments for services paid by a Federal executive agency .
PART I . TAXPAYER IDENTIFICATION NUMBER (TIN )
Enter your TIN in the appropriate box . If you are a resident alien and youdo not have and are not eligible to get an SSN, your TIN is your IRS individualtaxpayer identification number (ITIN) . Enter it in the social security number box . If
you do not have an ITIN, see How to get a TIN below .
If you are a sole proprietor and you have an EIN, you may enter either yourSSN or EIN . However, the IRS prefers that you use your SSN .
If you are a single-owner LLC that is disregarded as an entity separate fromits owner (see Limited Liability Company (LLC) on page 2), enter your SSN (orEIN, if you have one) . If the LLC is a corporation, partnership, etc ., enter theentity's EIN .
Note : See the chart on page 4 for further clarification of name and TINcombinations.
How to get a TIN . If you do not have a TIN, apply for one immediately . To
apply for an SSN, get Form SS-5, Application for a Social Security Card, fromyour local Social Security Administration office or get this form on-line atwww.ssa .gov/online/ss5 .html . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, Application for EmployerIdentification Number, to apply for an EIN. You can get Forms W-7 and SS-4from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS WebSite at www .irs.gov .
If you are asked to complete Form W-9 but do not have a TIN, write "AppliedFor" in the space for the TIN, sign and date the form, and give it to the requester.For interest and dividend payments, and certain payments made with respect toreadily tradable instruments, generally you will have 60 days to get a TIN andgive it to the requester before you are subject to backup withholding o n
payments . The 60-day rule does not apply to other types of payments . You willbe subject to backup withholding on all such payments until you provide your TINto the requester.
Note: Writing "Applied For' means that you have already applied for a TIN orthat you intend to apply for one soon.
Caution : A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8 .
PART II. CERTIFICATIO N
To establish to the withholding agent that you are a U .S. person, or resident
alien, sign Form W-9 . You may be requested to sign by the withholding agenteven if items 1, 3, and 5 below indicate otherwise .
For a joint account, only the person whose TIN is shown in Part I should sign(when required). Exempt recipients, see Exempt from backup withholding onpage 2.
Signature requirements. Complete the certification as indicated in 1 through5 below.
Interest, dividend, and ba rter exchange accounts opened before 1984and broker accounts considered active during 1983. You must giveyour correct TIN, but you do not have to sign the certification.
2 . Interest, dividend , broker , and ba rter exchange accounts opened after1983 and broker accounts considered inactive during 1983 . You mustsign the certification or backup withholding will apply. if you are subject tobackup withholding and you are merely providing your correct TIN to therequester, you must cross out item 2 in the certification before signing theform .
3 . Real estate transactions . You must sign the certification . You may crossout item 2 of the certification .
4 . Other payments. You must give your correct TIN, but you do not have tosign the certification unless you have been notified that you have previouslygiven an incorrect TIN . "Other payments" include payments made in thecourse of the requester's trade or business for rents, royalties, goods (otherthan bills for merchandise), medical and health care services (includingpayments to corporations), payments to a nonemployee for services,payments to certain fishing boat crew members and fishermen, and grossproceeds paid to attorneys (including payments to corporations) .
5 . Mortgage interest paid by you , acquisition or abandonment ofsecured prope rty , cancellation of debt, qualified tuition programpayments (under section 529), IRA or Archer MSA contributions ordistributions, and pension distributions . You must give your correctTIN, but you do not have to sign the certification .
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
For this type of account : Give name and SSN of:
1 . Individual The individual
2. Two or more individuals (joint The actual owner of the account or, ifaccount) combined funds, the first individual on
the accoun t
3. Custodian account of a minor The minor z(Uniform Gift to Minors Act )
4. a .
b .
The usual revocable savings The grantor-trusteetrust (grantor is also trustee )
So-called trust account thatis not a legal or valid trustunder state law
The actual owner '
5 . Sole proprietorship or single- The owner 3owner LLC
For this type of account: Give name and EIN of :
6 Sole proprietorship or The owner 3single-owner LLC
7 A valid trust, estate, or pension Legal entity °trust
8 Corporate or LLC electing The corporationcorporate status on Form 8832
9 Association, club, religious, The organizationcharitable, educational, or othe rtax-exempt organizatio n
10 Partnership or multi-member LLC The partnershi p
11 A broker or registered nominee The broker or nominee
12 Account with the Department of The public entityAgriculture in the name of a publicentity (such as a state or localgovernment, school district, orprison) that receives agricultura lprogram payments
List first and circle the name of the person whose number you furnish . If onlyone person on a joint account has an SSN, that person's number must befurnished .
2 Circle the minor's name and furnish the minor's SSN.
3 You must show your individual name, but you may also enter your business or"DBA" name . You may use either your SSN or EIN (if you have one) .
List first and circle the name of the legal trust, estate, or pension trust . (Do notfurnish the TIN of the personal representative or trustee unless the legal entityitself is .not designated in the account title .)
Note: If no name is circled when more than one name is listed, the number willbe considered to be that of the first name listed.
PRIVACY ACT NOTIC ESection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributionsyou made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return . The IRS may also providethis information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws . We may alsodisclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism .
You must provide your TIN whether or not you are required to file a tax return . Payers must generally withhold 30% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer . Certain penalties may also apply.
EXHIBIT C
(AiOLC3301 Kerner Blvd .San Rafael, CA 94901P: (415) 461-0410F: (415) 461-0412
September 22, 2006
<<FirstName>> <<LastName>>Company>
<<Addrl>><<Addr2>><<City>>, <<State>> <<ZIP >
Re: Cisco Systems, Inc. Securities Litigation
Dear <<GENDER>> <<LastName>> :
Please find enclosed the Settlement Notice, W-9 Instructions and Proof of Claim and Release for theabove referenced litigation . Please note the class period described on page one, specifically its inclusion ofall persons who purchased Cisco Systems, Inc . securities during the period beginning November 10, 1999through February 6, 2001, and held those securities on the last day of that period. In addition , the Noticeprovides that the Exclusion Deadline is October 31, 2006, and that the Claim Filing Deadline isDecember 21, 2006.
Please pay particular attention to the "Special Notice to Nominees" beginning on page eight of theNotice. Please do not make your own copies of the Proof of Claim Form, as copies may not be acceptedfor processing . Additional copies of the appropriate documents may be requested by contacting us at theabove address and/or phone number .
If you provide us names and addresses to conduct the necessary mailing on your behalf, please makeevery effort to forward the information via email to Matt.Markham@Gilardi .com or via diskette to theabove address . We accept Microsoft Access, Microsoft Excel and ASCII text files in the (preferred) formatbelow. Mailing labels will be accepted, but you may be requested to provide an additional copy of theaddress information you send.
FIELD NAME FORMAT LENGTH EXAMPL EFULL NAME1 ALPHA 30 GILARDI & CO., LLC OUST FO RFULL NAME2 ALPHA 30 JIM SMIT HFULL NAME3 ALPHA 30 IRA ROLLOVER DATED 10/10/00FULL NAME4 ALPHA 30 FBO JUDY SMIT HFULL ADDR1 ALPHA 30 1115 MAGNOLIA AVENU EFULL ADDR2 ALPHA 30 PO BOX 5100CITY ALPHA 30 LARKSPU RSTATE ALPHA 2 CAZIP CODE ALPHA 5 94939ZIP CODE PLUS 4 ALPHA 4 5100FOREIGN PROVINCE ALPHA 30 ONTARIOFOREIGN COUNTRY ALPHA 30 CANADAFOREIGN ZIP ALPHA 10 M5V 3C5
If you have any questions, please call Matt Markham at the phone number listed above .
Sincerely,
Dennis A. Gilardi EXHIBIT C
EXHIBIT D
Affidavit of Publication
Name of Publication : Investor's Business Dail yAddress : 12655 Beatrice StreetCity, State, Zip : Los Angeles, CA 9006 6Phone # : 310 .448.6700State of: CaliforniaCounty of: Los Angeles
I, Joyce Moore , for the publisher of Investor's Business Daily, published inthe city of Los Angeles, state of California, county of Los Angeles hereby certifythat the attatched notice was printed in said publication on the following date(s) :September 26th 2006
Given under my hand, this 25th day of October 2006.
Signature: il V', 4 1 (W~QJIJ
Sworn to and subscribed before me this 25th , day of October
2006, by Joyce Moore at Los Angeles ,
state of California ,
county of Los Angeles
Notary Public:
My commission expires :
Seal :DESIREE AMMONS
Commission # 1643370OMV Notary Public - Califor nia
Los Angeles CourtlyComm. Expires Feb S, 2011
"IE: -- -L
EXHIBIT D
INVESTOR'S BUSINESS DAILY. . . . . . .. . . . . . .. . . .. .. . . . . . . .. . . . . .. . . . . . .. . . . . .. . . . . . . . . :. . . . . .
Stocks $ 1 0 And Above TUESDAY, SEPTEMBER 26, 2006 B3
UNITED STATES-DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
In re CISCO SYSTEMS, INC . SECURITIES LITIGATION .) MasterFile No .
This Document Relates To: ) C-01-204184W(PVT)
ALL ACTIONS.CLASS ACTION
SUMMARY NOTIC E
TO : ALL PERSONS WHO PURCHASED CISCO SYSTEMS, INC. (' CISCO") SECURITIES DURING THE PERIOD
BEGINN IN G NOVEMBER 16, 1999 THROUGH FEBRUARY 6 ; 2001, AND HELD THOSE SECURITIES ON THE
LAST.DAY OF THAT PERIO D
YOU. ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court for the Northern District of
California; that a hearing will be. held on December 5 ; 200.6, at 9 :00 a.m., before the Honorable James Ware, at the United StatesCourthouse, 280 South First Street, San Jose, California, for thepurpose of determining (1) whether the proposed settlement of theclaims in the Litigation for the principal amount of $99 .25 million, plus accrued interest, should be approved by the Court as fair, just,reasonable and adequate; (2) whether a Final Judgment and Order of Dismissal with Prejudice should be entered by .the Court
dismissing the Litigation with prejudice; (3) whether the Plan of Allocation is fair ; reasonable and adequate and therefore should be
approved; and (4) whether the application of Plaintiffs' Co-Lead Counsel for the payment of attorneys' fees and reimbursement ofexpenses and the Lead Plaintiffs' expenses incurred .in connection in this Litigation should be approved .
If you purchased Cisco securities during the period beginning November 10, 1999 through February 6, 2001 and held any of
those securities on the last day of that period, your rights may be affected by the, settlement of this Litigation . If you have not
received a. detailed Notice of Pendency and Proposed'Settlement of Class Action-("Notice") and a copy of the Proof of Claim andRelease, you may obtain copies by writing`to Cisco Securities Litigation, e% Gilardi & Co.. LLC, P .O. Box 808072, Petaluma, CA
94975-8072, or on the Internet at www.gilardi .coin . If you are a Class Member, : in order to share in the distribution of the NetSett lement Fund, you must submit a Proof, of Claim and Release postmarked no later than December 21, 2006, establishing that you
are entitled to recovery .If you-desire to be excluded from the Class; you must submit,a Request for Exclusion to be received by October 31, .2006, in
the manner and form explained in . the detailed Notice referred to- above. All Members of the Class who have not timely and validly
requested exclusion from the Class will, be . bound by any Judgment entered in the Litigation pursuant to the Stipulation of Settlement :
Any objection to the settlement inust .be received by the.following-no laterthan October 31, 2006:
CLERK OF THE COURT Co-Lead Counsel for Plaintiffs : Co-Lead Counsel for Plaints :
UNITED STATES DISTRICT COURT LERACH COUGHL IN STOIA GELLER LEVIN, PAPANTONIO, THOMAS,NORTIIERN DISTRICT RUDMAN & ROBBINS LLP MITCHELL, .ECHSNER& PRO CTOR, PA .
OF CALIFORNIA KEIT II'. .PARK,. TIMOTHYM. O'BRIEN .280 South FiisfStreet SPENCER A. BURKHOLZ 316 South Baylen Street, Suite 600San Jose, CA 95113 655. W. Broadway, Suite 1900 Pensacola, FL 3250 1
San .Diego, CA 9210 1
Counsel on Behalf of Cisco Systems, Inc ., John Chambers, Larry Carter, Judith L. Counsel, on Behalf of
Estrin, Gary J Daichendt, Car! Redfield, Donald J. Listwin, Michaelangelo Volpi, PricewaterhouseCoopers LLP :
Donald Valentine, Steven West and Edward Kozel :
WINSTON & STRAWN LLP FENWICK & WEST LLP HEELER EHRIv1AN LLP
DAN K. WEBB KEVIN P. MUCK MICHAEL L. RUGEN
ROBERT Y . SPERLING - DEANS: KRISTY . 333 Bush Street, Suite 3100
35 West Wacker Drive 275 Battery Street San .Francisco CA 941042878
Chicago, IL . 60601-9703 San'Francisco, CA 9411 1
PLEASE DO NOT CONTACT THE COURT OR THE CLERK'SOFFICE REGARDING THIS NOTICE. If you have any
. questions about the kettlement, you may contact Co-Lead Counsel at the addresses listed abov e
DATED : September 1 l,'2006 : . BY ORDER OF THE COURTUNITED STATES ]DISTRICT COURT:NORTHERN DISTRICT OF-CALIFORNIA
