Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2009, Richard J. Justice notified Cisco Systems, Inc. ("Cisco") of his decision to step down as Executive Vice President, Worldwide Operations and Business Development of Cisco, effective on or about April 26, 2009. Thereafter, Mr. Justice is expected to serve part-time as Executive Vice President - Executive Advisor. Effective when Mr. Justice steps down from his current position, Cisco expects to appoint Robert Lloyd, currently Senior Vice President, U.S., Canada, and Japan of Cisco, to succeed Mr. Justice.

On February 25, 2009, the Compensation and Management Development Committee of Cisco's Board of Directors approved certain compensation arrangements in connection with the employment of Mr. Justice by Cisco as Executive Vice President - Executive Advisor after he steps down from his current position. As Executive Vice President - Executive Advisor, Mr. Justice will continue to be employed on an at-will basis, on a reduced schedule, will receive an annual base salary of $200,000, will continue to vest in his Cisco equity awards, and will continue to be eligible to participate in certain of Cisco's employee benefits plans. Mr. Justice will not be eligible to participate in bonus arrangements or other cash incentive plans other than any bonus he will be eligible to receive for fiscal 2009 pursuant to the Cisco Systems, Inc. Executive Incentive Plan.

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