BROCADE COMMUNICATIONS SYSTEMS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL RETENTION AGREEMENT
This Amended and Restated Change of Control Retention Agreement (the “Agreement”) is entered into as of
May 11, 2007 (the “Effective Date”) by and between Brocade Communications Systems, Inc. (the “Company”)
and Michael Klayko (“Executive”).
A. It is expected that the Company from time to time will consider the possibility of a Change of Control. The
Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to the
Executive and can cause the Executive to consider alternative employment opportunities.
B. The Board believes that it is in the best interests of the Company and its shareholders to provide the
Executive with an incentive to continue his or her employment and to maximize the value of the Company upon a
Change of Control for the benefit of its shareholders.
C. In order to provide the Executive with enhanced financial security and sufficient encouragement to remain
with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative
to provide the Executive with certain severance benefits upon the Executive’s termination of employment.
D. The Company and Executive wish to amend and restate that certain Change of Control Retention
Agreement dated as of March 9, 2007.
In consideration of the mutual covenants herein contained and the continued employment of Executive by the
Company, the parties agree as follows:
1. At-Will Employment . Executive and the Company agree that Executive’s employment with the Company
is and shall continue to be “at-will” employment. Executive and the Company acknowledge that this employment
relationship may be terminated at any time, upon written notice to the other party, with or without good cause or
for any or no cause, at the option either of the Company or Executive. However, as descri