BROCADE COMMUNICATIONS SYSTEMS, INC.
1999 DIRECTOR PLAN
(Amended and restated as of April 10, 2008)
1. Purposes of the Plan . The purposes of this 1999 Director Plan, amended and restated as of April 10,
2008, are to attract and retain the best available personnel for service as Outside Directors (as defined herein) of
the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and
to encourage their continued service on the Board.
The Plan permits the grant of options and restricted stock units. All options granted hereunder shall be
nonstatutory stock options.
As part of the amendment to the Plan, it is intended that the subsequent annual grants will be made on the
date of the Company’s Annual Meeting instead of the anniversary of the date each director joined the Board. In
order to transition from an anniversary date grant cycle to an Annual Meeting grant cycle, the size of the
Subsequent Options (as defined below) will be reduced on a pro-rata basis as we approach the 2009 Annual
Meeting as described in more detail below in Section 8(c). A similar adjustment is made when a new director
receives his first Subsequent Option and Subsequent RSU (as defined below) as described in Section 9(a).
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Annual Meeting ” means the Company’s annual meeting of stockholders.
(b) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards
under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are, or will be, granted under the Plan.
(c) “ Award ” means, individually or collectively, a grant under the Plan of Options or Restricted Stock
(d) “ Board ” means the