Exhibit 10.8
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0000
xxxxxxxx xxxxxx x xxxxxxxxx, xxxxxxxxxx 00000
tel 000 000 0000 | fax 000 000 0000
xxx.xxxxxxxxxxxxx.xxx
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July 14, 2005
Xxxxxxx X. Xxxxxxxxx
000 Xxxxxxx Xxx
Xxxx Xxxx, XX 00000
Dear Xxxxxxx:
Aruba Wireless Networks, Inc. (the “Company”) is pleased to offer you employment on the following
terms:
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Position. You will start in a full-time position as Chief Financial Officer and report to the
Company’s Chief Executive Officer. By signing this letter agreement, you confirm to the Company
that you have no contractual commitments or other legal obligations that would prohibit you from
performing your duties for the Company. |
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Cash Compensation. The Company will pay you a starting salary at the rate of $190,000 per
year, payable in accordance with the Company’s standard payroll schedule. This salary will be
subject to adjustment pursuant to the Company’s employee compensation policies in effect from time
to time. You will also be eligible to participate in the fiscal year 2005 Executive Incentive
Program. At targeted plan performance the Executive Incentive Plan pays out 25% of your base salary
amount. |
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Employee Benefits. As a regular employee of the Company, you will be eligible to participate
in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in
accordance with the Company’s vacation policy, as in effect from time to time. |
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Stock Options. Subject to the approval of the Company’s Board of Directors, following your
commencement of service you will be granted an option to purchase 500,000 shares of the Company’s
Common Stock (the “Option”). The exercise price per share will be equal to the fair market value
per share on the date the Option is granted or on your first day of service, whichever is later.
The Option will be subject to the terms and conditions applicable to options granted under the
Company’s 2002 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option
agreement. The Option will be immediately exercisable, but the unvested portion of the purchased
shares will be subject to repurchase by the Company at the exercise price in the event that your
service terminates for any reason before you vest in the shares. You will vest in 25% of the option
shares after 12 months of continuous service measured from the start of your service, and the
balance will vest in equal monthly installments over the next 36 months of continuous service, as
described in the applicable stock option agreement. |
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If the Company is subject to a Change in Control (as defined in the Plan) and you are subject to an
Involuntary Termination without cause within 12 months following such Change in Control, then you
will immediately become vested in 50% of any then unvested shares, options and other equity you
hold at that time. |
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“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other
than Cause or (b) voluntary resignation following (i) a change in your position with the Company |
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that materially reduces your level of authority or responsibility, (ii) a reduction in your
base salary or (iii) receipt of notice that your principal workplace will be relocated more than 35
miles. “Cause” means (a) an unauthorized use or disclosure of the Company’s confidential
information or trade secrets, (b) a material failure to comply with the Company’s written policies
or rules, (c) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the
United States or any state thereof or (d) gross misconduct. |
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Proprietary Information and Inventions Agreement. Like all Company employees, you will be
required, as a condition of your employment with the Company, to sign the Company’s standard
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. |
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Employment Relationship. Employment with the Company is for no specific period of time. Your
employment with the Company will be “at will,” meaning that either you or the Company may terminate
your employment at any time and for any reason, with or without cause. Any contrary representations
that may have been made to you are superseded by this letter agreement. This is the full and
complete agreement between you and the Company on this term. Although your job duties, title,
compensation and benefits, as well as the Company’s personnel policies and procedures, may change
from time to time, the “at will” nature of your employment may only be changed in an express
written agreement signed by you and the Chief Executive Officer. |
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Outside Activities. While you render services to the Company, you agree that you will not
engage in any other employment, consulting or other business activity without the prior written
consent of the Company. While you render services to the Company, you also will not assist any
person or entity in competing with the Company, in preparing to compete with the Company or in
hiring any employees or consultants of the Company. |
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Withholding Taxes. All forms of compensation referred to in this letter agreement are subject
to reduction to reflect applicable withholding and payroll taxes and other deductions required by
law. |
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Entire Agreement. This letter agreement supersedes and replaces any prior agreements,
representations or understandings, whether written, oral or implied, between you and the Company. |
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We hope that you will accept our offer to join the Company. You may indicate your agreement with
these terms and accept this offer by signing and dating both the enclosed duplicate original of
this letter agreement and the enclosed Proprietary Information and Inventions Agreement and
returning them to me. As required by law, your employment with the Company is contingent upon your
providing legal proof of your identity and authorization to work in the United States. We look
forward to having you join us. Welcome! |
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Very truly yours, |
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By: Xxxxxx XxXxxx |
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Title: Chief Executive Officer |
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I have read and accept this employment offer:
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/s/ Xxxxxxx X. Xxxxxxxxx
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7/15/05 |
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Signature of Xxxxxxx X. Xxxxxxxxx
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Dated |
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9/1/05 |
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Start Date |
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Attachment
Exhibit A: Proprietary Information and Inventions Agreement
Exhibit B: New Employee Guidelines