AMENDMENT TO OFFER LETTER
Exhibit 10.10
AMENDMENT TO OFFER LETTER
This amendment (the “Amendment”) is made by and between Xxxxxx Xxxxxxxxxxxx (the “Executive”)
and Aruba Networks, Inc., a Delaware corporation (the “Company” and together with the Executive
hereinafter collectively referred to as the “Parties”).
WHEREAS, the Parties previously entered into a Offer Letter Agreement dated July 18, 2006 (the
“Agreement”); and
WHEREAS, the Parties wish to amend the Agreement in order to bring such terms into compliance
with Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and
other official guidance thereunder, as set forth below.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
1. Section 4 of the Agreement is hereby amended to add the following new paragraph to the end
thereof:
“Notwithstanding the forgoing, for purposes of vesting acceleration with respect
to any award of restricted stock units (each, an “RSU Award”) under this Section
4, the term “Change of Control” shall be, with respect to an RSU Award, the
definition of “Change of Control” under the applicable equity plan under which
such RSU Award was granted or, if superseding, the definition of “Change of
Control” specified in the controlling award agreement for such RSU Award.”
2. This Amendment, taken together with the Agreement, to the extent not modified by this
Amendment, supersedes any and all previous contracts, arrangements or understandings between the
parties with respect to the Agreement, and may not be amended adversely to Executive’s interest
except by mutual written agreement of the Parties.
3. This Agreement will become effective on the date that it is signed by the Company (the
“Effective Date”).
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(signature page to follow)
IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the
Company by its duly authorized officer.
COMPANY
|
ARUBA NETWORKS, INC. | |||
| /s/ Xxxxx Xxxx | ||||
| By: Xxxxx Xxxx | ||||
| Title: Head of HR | ||||
EXECUTIVE
|
XXXXXX XXXXXXXXXXXX | |||
| /s/ Xxxxxx Xxxxxxxxxxxx | ||||
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