ARUBA NETWORKS, INC.
Exhibit 10.3B
2007 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the
“Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award
Agreement”).
| I. | NOTICE OF STOCK OPTION GRANT |
Name (the “Participant”):
Address:
You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:
Grant Number
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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$ | |
Total Number of Shares Granted
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Total Exercise Price
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$ | |
Type of Option:
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___ Incentive Stock Option | |
| ___ Nonstatutory Stock Option | ||
Term/Expiration Date:
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Vesting Schedule:
Subject to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following schedule:
[Insert Vesting Schedule]
Termination Period:
This Option shall be exercisable for [three (3) months] after Participant ceases to be a
Service Provider, unless such termination is due to Participant’s death or Disability, in which
case this Option shall be exercisable for [one (1) year] after Participant ceases to be Service
Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to earlier termination as provided in
Section 15(c) of the Plan.
| II. | AGREEMENT |
X. Xxxxx of Option.
The Administrator hereby grants to individual named in the Notice of Stock Option Grant (the
“Notice of Grant”) attached as Part I of this Agreement (the “Participant”) an option (the
“Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to Section 20(c) of the
Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan will prevail.
If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this
Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).
B. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Award Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner
as determined by the Administrator, which will state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the
Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares together with any applicable withholding taxes. This Option will be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.
No Shares will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares will be considered transferred to Participant on the date the Option is exercised
with respect to such Exercised Shares.
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C. Method of Payment.
Payment of the aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant:
1. cash;
2. check;
3. consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or
4. surrender of other Shares which (a) if acquired either directly or indirectly from the
Company, have been owned by Participant for at least the period required to avoid a charge to the
Company’s reported earnings, (b) shall be valued at its Fair Market Value on the date of exercise,
and (c) must be owned free and clear of any liens, claims, encumbrances or security interests; or
D. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by
Participant.
E. Term of Option.
This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Award Agreement.
F. Tax Obligations.
1. Withholding Taxes. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of
all Federal, state, and local income and employment tax withholding requirements applicable to the
Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.
2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Grant Date,
or (2) the date one year after the date of exercise, Participant will immediately notify the
Company in writing of such disposition. Participant agrees that Participant may be subject to
income tax withholding by the Company on the compensation income recognized by Participant.
3. Code Section 409A. Under Code Section 409A, an option that vests after December
31, 2004 that was granted with a per share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the fair market value of a Share on the date of
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xxxxx (a “discount option”) may be considered “deferred compensation.” An option that is a
“discount option” may result in (i) income recognition by the Participant prior to the exercise of
the option, (ii) an additional twenty percent (20%) tax, and (iii) potential penalty and interest
charges. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per share exercise price of this Option equals or exceeds the fair market value of a
Share on the date of grant in a later examination. Participant agrees that if the IRS determines
that the Option was granted with a per share exercise price that was less than the fair market
value of a Share of Common Stock on the date of grant, Participant will be solely responsible for
Participant’s costs related to such a determination.
G. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of California.
H. NO GUARANTEE OF CONTINUED SERVICE.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT
THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE
RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY
TIME, WITH OR WITHOUT CAUSE.
[Remainder of Page Intentionally Left Blank]
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By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
below.
PARTICIPANT:
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ARUBA NETWORKS, INC. | |
Signature
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By | |
Print Name
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Title | |
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EXHIBIT A
2007 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Aruba Networks, Inc.
0000 Xxxxxxxx Xxx.
Sunnyvale, CA 94089-1113
Attention: Stock Plan Administration
0000 Xxxxxxxx Xxx.
Sunnyvale, CA 94089-1113
Attention: Stock Plan Administration
1. Exercise of Option. Effective as of today, ,
, the
undersigned (“Purchaser”) hereby elects to purchase
shares (the “Shares”) of the
Common Stock of Aruba Networks, Inc. (the “Company”) under and pursuant to the 2007 Equity
Incentive Plan (the “Plan”) and the Award Agreement dated (the “Award Agreement”). The
purchase price for the Shares will be $ , as required by the Award Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares and any required withholding taxes to be paid in connection with the exercise
of the Option.
3. Representations of Purchaser. Purchaser acknowledges that Xxxxxxxxx has received,
read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance,
except as provided in Section 15 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Agreement, the Plan and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all
prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.
Submitted by:
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Accepted by: | |
PURCHASER:
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ARUBA NETWORKS, INC. | |
Signature
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By | |
Print Name
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Its | |
Address:
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Address: | |
| Aruba Networks, Inc. 0000 Xxxxxxxx Xxx. Sunnyvale, CA 94089-1113 Attention: Stock Plan Administration |
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| Date Received |
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2007 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF STOCK APPRECIATION RIGHT
Unless otherwise defined herein, the terms defined in the Aruba Networks, Inc. 2007 Equity
Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant.
You have been granted a Stock Appreciation Right subject to the terms and conditions of the
Plan and this Stock Appreciation Right Agreement, as follows:
Participant
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Grant Number |
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Date of Grant |
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Exercise Price per Share
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$ | |||
Total Number of Shares Granted |
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Expiration Date:
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Ten (10) years from the Date of Xxxxx |
Vesting Schedule:
This Stock Appreciation Right shall vest, in whole or in part, in accordance with the
following schedule:
[INSERT VESTING SCHEDULE]
Termination Period:
This Stock Appreciation Right, to the extent vested, may be exercised for three months after
the date upon which you cease to be a Service Provider (extended to twelve months if such
termination is because of your death or Disability) but in no event later than the Expiration Date
as set forth above. To the extent not vested at the date upon which you cease to be a Service
Provider, the Stock Appreciation Right shall terminate.
The Stock Appreciation Right evidenced by this Notice of Grant is part of and subject in all
respects to the terms and conditions of the attached Stock Appreciation Right Agreement, the terms
of which are hereby incorporated herein by reference as if set forth herein in full, and the Plan
(a copy of which has been made available to you by the Company).
2007 EQUITY INCENTIVE PLAN
1. Grant of Stock Appreciation Right. The Administrator hereby grants to the
Participant (the “Participant”) named in the Notice of Grant attached to (and part of) this Stock
Appreciation Right Agreement, a Stock Appreciation Right (the “Stock Appreciation Right”) to
purchase the number of Shares as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of
this Agreement and the Aruba Networks, Inc. 2007 Equity Incentive Plan (the “Plan”) which is
incorporated herein by reference (the Notice of Grant together with this Stock Appreciation Right
Agreement are herein referred to as the “Agreement” or the “Stock Appreciation Right Agreement”).
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Stock Appreciation Right Agreement.
2. Exercise of Stock Appreciation Right. This Stock Appreciation Right is exercisable
by delivery of an exercise notice, in the form attached as Exhibit A or such other form as
the Administrator shall designate (the “Exercise Notice”), which shall state the election to
exercise the Stock Appreciation Right and the number of Shares in respect of which the Stock
Appreciation Right is being exercised (the “Exercised Shares”). The Exercise Notice shall be
signed by the Participant and shall be delivered in person, by certified mail or electronically to
the Stock Plan Administrator of the Company. This Stock Appreciation Right shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice.
Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company,
for each Share exercised, an amount (payable in whole Shares) equal to (i) the Fair Market Value of
the Common Stock as of the date of such exercise, minus (ii) the Exercise Price set forth in the
Notice of Grant.
The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall be
paid 100% in stock, net of any amounts required to satisfy the Company’s withholding obligations.
Stock withheld to satisfy withholding obligations shall also be valued at its Fair Market Value on
the date of exercise. Any fractional share due to a Participant upon exercise shall be rounded
down to the nearest whole share. Participant agrees to pay the Company and/or authorizes the
Company and/or a Parent or Subsidiary to withhold all applicable withholding taxes from the
Participant’s wages if the Company in its discretion determines that such method of withholding is
appropriate in lieu of or in addition to the withholding of stock pursuant to this paragraph 2.
Participant acknowledges that he or she may not exercise this Stock Appreciation Right unless the
tax withholding obligations of the Company and/or any Parent or Subsidiary are satisfied.
3. Non-Transferability of Stock Appreciation Right. This Stock Appreciation Right may
not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Participant only by the Participant. The terms of the
Plan and this Stock Appreciation Right Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Participant. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of this Stock Appreciation Right, or
any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment
or similar process, this grant and the rights and privileges conferred hereby immediately will
become null and void.
4. Term of Stock Appreciation Right. This Stock Appreciation Right may be exercised
only within ten (10) years from the Date of Grant set forth in the Notice of Grant. The Stock
Appreciation Right may be exercised during such term only in accordance with the Plan and the terms
of this Stock Appreciation Right Agreement.
5. Tax Consequences. Some of the federal tax consequences relating to this Stock
Appreciation Right, as of the date of this Stock Appreciation Right, are set forth below. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE
PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS STOCK APPRECIATION RIGHT.
The Participant will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the amount of stock received upon exercising the Stock Appreciation
Right. If the Participant is an Employee or a former Employee, the Company will be required to
withhold from amounts otherwise payable hereunder to Participant and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income.
Under Code Section 409A, a Stock Appreciation Right that vests after December 31, 2004 that
was granted with a per Share exercise price that is determined by the Internal Revenue Service (the
“IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”)
may be considered “deferred compensation.” A Stock Appreciation Right that is a “discount award”
may result in (i) income recognition by the Participant prior to the exercise of the Stock
Appreciation Right, (ii) an additional twenty percent (20%) tax, and (iii) potential penalty and
interest charges. Participant acknowledges that the Company cannot and has not guaranteed that the
IRS will agree that the per Share exercise price of this Stock Appreciation Right equals or exceeds
the fair market value of a Share on the date of grant in a later examination. Participant agrees
that if the IRS determines that the Participant was granted with a per Share exercise price that
was less than the Fair Market Value of a Share on the date of grant or is otherwise subject to
Section 409A, Participant shall be solely responsible for Participant’s costs related to such a
determination.
6. Death of Participant. In the event that the Participant dies while in the employ
of the Company and/or a Parent or Subsidiary, the Participant’s designated beneficiary, or if no
beneficiary survives the Participant, the administrator or executor of the Participant’s estate,
may, within time set forth in the Notice of Grant, exercise any vested but unexercised portion of
the Stock Appreciation Right. Any such transferee must furnish the Company (a) written notice of
his or her status as a transferee, (b) evidence satisfactory to the Company to establish the
validity of the transfer of this Stock Appreciation Right and compliance with any laws or
regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of
this Stock Appreciation Right as set forth in this Agreement.
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7. No Effect on Employment. The Participant’s employment or service with the Company
and its Parent or Subsidiaries is on an at-will basis only. Accordingly, nothing in this Agreement
or the Plan shall confer upon the Participant any right to continue to be employed by or in service
with the Company or any Parent or Subsidiary or shall interfere with or restrict in any way the
rights of the Company or the employing Parent or Subsidiary, which are hereby expressly reserved,
to terminate or change the terms of the employment or service of the Participant at any time for
any reason whatsoever, with or without good cause or notice.
8. No Rights of Stockholder. Until Shares are issued (including through electronic
delivery to a brokerage account) in respect of the exercise of this SAR in accordance with Plan
Section 9, the Participant shall not have any of the rights or privileges of a stockholder of the
Company in respect of any of the Shares covered by this SAR.
9. Address for Notices. Any notice to be given to the Company under the terms of this
Agreement will be addressed to the Company at 1300 Xxxxxxxx Xxx., Xxxxxxxxx, XX 00000-0000,
Attn: Stock Administration, or at such other address as the Company may hereafter designate
in writing or electronically.
10. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Participant (or his or her estate), such issuance will not occur unless and until
such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
11. Headings. Headings provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.
12. Administrator Authority. The Administrator shall have all discretion, power, and
authority to interpret the Plan and this Agreement and to adopt or revoke such rules for the
administration, interpretation and application of the Plan as are consistent therewith (including,
but not limited to, the determination of whether or not any Resticted Stock Units have vested).
All actions taken and all interpretations and determinations made by the Administrator in good
faith shall be final and binding upon Participant, the Company and all other interested persons,
and shall be given the maximum deference permitted by law. Neither the Administrator nor any
person acting on behalf of the Administrator shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Agreement.
13. Plan Governs. This Agreement (including the Notice of Grant) is subject to all
terms and provisions of the Plan. Subject to Section 20(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Stock
Appreciation Right Agreement, the terms and conditions of the Plan shall prevail.
14. Binding Agreement. Subject to the limitation on the transferability of this SAR
contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs,
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legatees, legal representatives, successors and assigns of the parties hereto.
15. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.
16. Entire Agreement; Governing Law; Modifications. The Plan is incorporated herein
by reference. The Plan and this Stock Appreciation Right Agreement (including the Notice of Grant)
constitute the entire Agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest except by means of a writing signed by the Company and Participant. This Agreement is
governed by California law except for that body of law pertaining to conflict of laws.
By your signature below, you represent and warrant that you are familiar with the terms and
provisions of the Plan, and hereby accept and agree to be bound by the Stock Appreciation Right
Agreement (including the attached Notice of Grant) subject to all the terms and provisions hereof
and thereof, as well as the Plan. You further represent and warrant that you have reviewed the
Stock Appreciation Right Agreement and the Plan in their entirety, and have had an opportunity to
obtain the advice of counsel prior to executing the Stock Appreciation Right Agreement by signing
below, and fully understand all provisions of the Plan and the Stock Appreciation Right Agreement.
Participant also hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or the Stock
Appreciation Right Agreement. Participant further agrees to notify the Company upon any change in
the residence address indicated below (and any subsequent change).
Participant:
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ARUBA NETWORKS, INC. | |
Signature
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By: | |
| Title: | ||
Print Name
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Residence Address
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5
EXHIBIT A
ARUBA NETWORKS, INC.
2007 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHT AGREEMENT
EXERCISE NOTICE
Aruba Networks, Inc.
1300 Xxxxxxxx Xxx.
Xunnyvale, CA 94089-1113
Attention: Stock Plan Administration
1300 Xxxxxxxx Xxx.
Xunnyvale, CA 94089-1113
Attention: Stock Plan Administration
1. Exercise of Stock Appreciation Right. Effective as of today, ,
20___, the undersigned (“Participant”) hereby elects to exercise Shares under and
pursuant to the Aruba Networks, Inc. 2007 Equity Incentive Plan (the “Plan”) and the Stock
Appreciation Right Agreement dated , 20___(the “Stock Appreciation Right
Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Exercise Notice.
2. Representations of Participant. Participant acknowledges that Participant has
received, read and understood the Plan and the Stock Appreciation Right Agreement and agrees to
abide by and be bound by their terms and conditions.
3. Tax Consultation. Participant understands that Participant may suffer adverse tax
consequences as a result of Participant’s exercise hereunder. Participant represents that
Participant has consulted with any tax consultants Participant deems advisable in connection with
the purchase or disposition of the Shares and that Participant is not relying on the Company for
any tax advice.
4. Agreement Severable. In the event that any provision in this Exercise Notice shall
be held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Exercise Notice.
5. Entire Agreement; Governing Law. The Plan and the Stock Appreciation Right
Agreement (including the Notice of Grant) are incorporated herein by reference. This Exercise
Notice, the Plan and the Stock Appreciation Right Agreement (including the Notice of Grant)
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest except by means of a writing signed by the Company and Participant. This Agreement is
governed by California law except for that body of law pertaining to conflict of laws.
[SIGNATURE PAGE FOLLOWS]
Submitted by:
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Accepted by: | |
Participant:
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Aruba Networks, Inc. | |
Signature
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By: | |
| Title: | ||
Print Name
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Address:
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[SIGNATURE PAGE TO STOCK APPRECIATION RIGHT AGREEMENT EXERCISE NOTICE]
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ARUBA NETWORKS, INC.
2007 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Notice of Grant and the attached Restricted Stock Unit Agreement.
Name (the “Participant”):
You have been granted Restricted Stock Units. Each such Unit is equivalent to one
Share of Common Stock of the Company for purposes of determining the number of Shares subject to
this award. None of the Restricted Stock Units will be issued (nor will you have the rights of a
stockholder with respect to the underlying shares) until the vesting conditions described below are
satisfied. Additional terms of this grant are as follows:
Date of Grant
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, 200[ ] | |||
Expiration Date:
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, 200[ ] | |||
Vesting Schedule:
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[Insert Vesting Schedule] | |||
Purchase Price per Share:
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$[par value] | |||
Total Purchase Price:
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$[par value x # of RSUs] |
The Restricted Stock Units evidenced by this Notice of Grant is part of and subject in all
respects to the terms and conditions of the attached Restricted Stock Unit Agreement, the terms of
which are hereby incorporated herein by reference as if set forth herein in full, and the Plan (a
copy of which has been made available to you by the Company).
EXHIBIT A
ARUBA NETWORKS, INC.
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
1. Grant. The Company hereby grants to the Participant an award of Restricted Stock
Units (“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units attached to (and part
of) this Restricted Stock Unit Agreement (together, the “Agreement” or the “Restricted Stock Unit
Agreement”) and subject to the terms and conditions in this Agreement and the Company’s 2007 Equity
Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Restricted Stock Unit Agreement.
2. Company’s Obligation. Each RSU represents the right to receive a Share on the
vesting date. Unless and until the RSUs vest, the Participant will have no right to receive Shares
under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs
will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company. When the RSUs are paid out to the Participant, the purchase price will be
deemed paid by the Participant for each RSU through the past services rendered by the Participant,
and will be subject to the appropriate tax reporting and, if applicable, appropriate tax
withholding.
3. Vesting Schedule. Subject to paragraph 4 and the terms of the Plan, the RSUs
awarded by this Agreement will vest in the Participant according to the vesting schedule specified
in the Notice of Grant.
4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Participant terminates service as a
Service Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement
will thereupon be forfeited at no cost to the Company.
5. Payment after Vesting. Subject to paragraph 9, any RSUs that vest in accordance
with paragraph 3 will be paid to the Participant (or in the event of the Participant’s death, to
his or her estate) in Shares.
6. Payments after Death. Any distribution or delivery to be made to the Participant
under this Agreement will, if the Participant is then deceased, be made to the administrator or
executor of the Participant’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.
7. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of the Company
in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares (which may be in book entry form) will have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Participant or
Participant’s broker.
8. No Effect on Employment or Service. The Participant’s employment or service with
the Company and its Parent or Subsidiaries is on an at-will basis only. Accordingly, nothing in
this Agreement or the Plan shall confer upon the Participant any right to continue to be employed
by or in service with the Company or any Parent or Subsidiary or shall interfere with or restrict
in any way the rights of the Company or the employing Parent or Subsidiary, which are hereby
expressly reserved, to terminate or change the terms of the employment or service of the
Participant at any time for any reason whatsoever, with or without good cause or notice.
9. Tax Withholding. Notwithstanding any contrary provision of this Agreement, no
Shares shall be distributed to the Participant unless and until satisfactory arrangements will have
been made by the Participant with respect to the payment of income, employment and any other taxes
which must be withheld with respect to such Shares. The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit the Participant to
satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a)
paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a value
equal to the minimum amount statutorily required to be withheld, (c) delivering to the Company
already vested and owned Shares having a value equal to the amount required to be withheld, or (d)
selling a sufficient number of such Shares otherwise deliverable to the Participant through such
means as the Administrator may determine in its sole discretion (whether through a broker or
otherwise) equal to the amount required to be withheld. If the Participant fails to make
satisfactory arrangements for the payment of any required tax withholding obligations hereunder at
the time any applicable Shares otherwise are scheduled to vest pursuant to paragraph 3, the
Participant will permanently forfeit such Shares and the Shares will be returned to the Plan at no
cost.
10. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company at 1300 Xxxxxxxx Xxx., Xxxxxxxxx, XX 00000-0000,
Attn: Stock Administration, or at such other address as the Company may hereafter designate
in writing or electronically.
11. Grant is Not Transferable. This award of RSUs may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of Participant only by the Participant. The terms of the Plan and this Agreement
shall be binding upon the executors, administrators, heirs, successors and assigns of the
Participant. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this award of Restricted Sock Units, or any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.
12. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
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13. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Participant (or his or her estate), such issuance will not occur unless and until
such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
14. Plan Governs. This Agreement (including the Notice of Grant) is subject to all
terms and provisions of the Plan. Subject to Section 20(c) of the Plan, in the event of a conflict
between one or more provisions of this Agreement or the Notice of Grant and one or more provisions
of the Plan, the provisions of the Plan will govern.
15. Headings. Headings provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.
16. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any RSUs have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith
will be final and binding upon Participant, the Company and all other interested persons. Neither
the Administrator nor any person acting on behalf of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this
Agreement.
17. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.
18. Entire Agreement; Governing Law; Modifications. The Plan is incorporated herein
by reference. The Plan and this Agreement (including the Notice of Grant) constitute the entire
Agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject
matter hereof, and may not be modified adversely to the Participant’s interest except by means of a
writing signed by the Company and Participant. Notwithstanding anything to the contrary in the
Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of the Participant, to
comply with Section 409A or to otherwise avoid imposition of any additional tax or income
recognition under Section 409A prior to the actual payment of Shares pursuant to this award of
Restricted Stock Units. However, the Company makes no representation that this Award of Restricted
Stock Units is not subject to Section 409A nor makes any undertaking to preclude Section 409A from
applying to this Award of Restricted Stock Units. This Agreement is governed by California law
except for that body of law pertaining to conflict of laws.
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By your signature below, you represent and warrant that you are familiar with the terms and
provisions of the Plan, and hereby accept and agree to be bound by this Agreement (including the
attached Notice of Grant) subject to all the terms and provisions hereof and thereof, as well as
the Plan. You further represent and warrant that you have reviewed this Agreement and the Plan in
their entirety, and have had an opportunity to obtain the advice of counsel prior to executing this
Agreement by signing below, and fully understand all provisions of the Plan and this Agreement.
Participant also hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or this Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
below (and any subsequent change).
Participant:
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ARUBA NETWORKS, INC. | |
Signature
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By: | |
Title: |
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Residence Address
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