STOCK PURCHASE PLAN AND AGREEMENT
This Stock Purchase Plan and Agreement (this “ Plan ”) made this 13 th day of August, 2008 by and between
Morgan Stanley & Co. Incorporated (“ Broker ”) and Brocade Communications Systems, Inc., a Delaware
corporation (“ Purchaser ”).
WHEREAS , Purchaser has entered into a definitive agreement to purchase Foundry Networks(R), Inc.
(Nasdaq: FDRY) (the “ Target ”) for consideration in the amount of a combination of $18.50 of cash plus
0.0907 shares of Brocade common stock in exchange for each share of Foundry common stock (the “
WHEREAS , Purchaser wishes to enter into this Plan for the purpose of establishing and adopting a written
plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and
Exchange Act of 1934, as amended (the “ Exchange Act ”).
WHEREAS , Purchaser is establishing and adopting this Plan to provide for the orderly purchase of a
certain amount of shares of common stock of Foundry Networks, Inc. (the “ Stock ”) prior to the consummation
of the Acquisition; and
WHEREAS , subject to the terms and conditions herein, Broker shall act as agent on behalf of Purchaser in
connection with this Plan.
NOW THEREFORE , the parties hereto agree as follows:
A. Purchaser’s Representations, Warranties and Covenants . Purchaser hereby represents and warrants to
and agrees with Broker as follows:
1. As of the date hereof, Purchaser is not aware of any material nonpublic information concerning itself, the
Target, or any of its securities or any of the companies whose securities it purchases, including the Stock.
Purchaser is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with the
federal securities laws, including the provisions of Rule 10b5-1(c)(1)(ii). Subject to Purchaser’s right to terminate
this Plan, Purchaser shall not alter or modify the terms of this Plan while aware of any material n