UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 7, 2013
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
| 0-18225 | 77-0059951 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 170 West Tasman Drive, San Jose, California | 95134-1706 | |
| (Address of principal executive offices) | (Zip Code) | |
(408) 526-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
On January 7, 2013, Cisco Systems, Inc. (“Cisco”) entered into a localization agreement (the “Localization Agreement”) with Wim Elfrink, Cisco’s Executive Vice President, Emerging Solutions and Chief Globalisation Officer, in connection with his localization to the United States. This Localization Agreement supersedes and replaces Mr. Elfrink’s amended and restated International Assignment Agreement dated September 16, 2011 (the “International Assignment Agreement”).
Under the Localization Agreement, Mr. Elfrink’s International Assignment Agreement and all other prior employment arrangements with any entity of Cisco cease to be effective as of December 31, 2012. Under the Localization Agreement, Mr. Elfrink will receive cash payments of $700,000 in January 2013 and $300,000 in January 2014, subject to his continued employment with Cisco.
Beginning January 1, 2013, Mr. Elfrink is eligible to participate in the benefits program for U.S. employees except that Mr. Elfrink will not be eligible to participate in the 401(k) plan and nonqualified deferred compensation plan for U.S. employees. Mr. Elfrink’s participation in the Netherlands Capital Plan will continue under the terms of that plan, until the earliest of his 65th birthday or termination of employment, except that the pension basis (pensionable salary less statutory allowance) used to determine his contributions, and Cisco’s contributions on his behalf, will be no more than Euro 735,300.
Effective January 1, 2013, Mr. Elfrink’s base salary is $775,000.
The foregoing description of the Localization Agreement is qualified in its entirety by reference to the Localization Agreement, a copy of which is filed as Exhibit 10.1 to this report.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description of Document | |
| 10.1 | Localization Agreement by and between Cisco Systems, Inc. and Wim Elfrink | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CISCO SYSTEMS, INC. | ||||
| Dated: January 8, 2013 |
By: | /s/ Evan Sloves | ||
| Name: | Evan Sloves | |||
| Title: | Assistant Secretary | |||
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 10.1 | Localization Agreement by and between Cisco Systems, Inc. and Wim Elfrink | |
Exhibit 10.1
Dear Wim,
We are pleased to welcome you to the US team and are looking to the start of your employment with Cisco Systems, Inc. (the “Company”) on January 1, 2013. On December 31, 2012, your International Assignment Agreement (the “IAA”) will cease to be effective and, as we have agreed, prior employment relationships, if any, with other Cisco entities including but not limited to Cisco Systems International B.V. will end on such date. Commencing on January 1, 2013, the parties will have no further rights, obligations or claims under the IAA or prior employment relationships, if any and this letter agreement contains the entire agreement between you and the Company with respect to its subject matter. You acknowledge you are an “at will” employee of the Company and that both you and the Company are free to terminate your employment at any time for any reason, with or without cause or advance notice. Upon termination of employment, like any other member of the US team, you will not be entitled to any severance protections.
On January 1, 2013 you will be eligible to participate in the benefits program for US employees except that you will not be eligible to participate in the 401(k) plan and nonqualified deferred compensation plan for US employees.
In consideration of the foregoing, your participation in the Netherlands Capital Plan will continue under the terms of the plan, until the earliest of your 65th birthday or termination of employment, except that the maximum pension base (maximum pensionable salary less statutory allowance) used to determine your contributions, and the Company’s contributions on your behalf, is limited to Euro 735,300. You will be responsible for any taxes associated with your participation in this plan. Plan terms may change in the future and will apply to your participation in the plan to the extent they are legally required for you.
To assist with your transition to the US, we agree that you will receive cash payments of $700,000 in January 2013 and $300,000 in January 2014, subject to your continued employment with the Company. Effective with your localization date, you will be responsible for all national and local income taxes as well as social taxes in San Jose, California, United States. Income received in 2012 will continue to be tax equalized per the IAA in effect through December 31, 2012. You will not receive tax equalization or gross-up for income incurred after 2012. However, the Company will pay tax preparation fees for your home and local country income tax returns for 2012 and 2013 and customary immigration services fees to complete your localization in 2013. Any fees associated with personal financial planning and other tax services shall be borne by you personally.
Effective January 1, 2013, your annual base salary will be $775,000, less applicable taxes, deductions, and withholdings, and will be paid bi-weekly and subject to annual review.
You agree that your employment with the Company is governed exclusively by California law. You are also advised to consult an attorney about the terms set forth in this letter agreement.
If you have any questions or require further information please contact me. Further, please sign below to acknowledge your agreement.
| By Cisco Systems, Inc. |
||||
| /s/ Randy Pond |
12/13/12 | |||
| Randy Pond |
Date | |||
| So Agreed: |
||||
| /s/ Wim Elfrink |
31/12/12 | |||
| Wim Elfrink |
Date | |||
Delivered and communicated to Cisco on January 7, 2013