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AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
This amendment
(the “ Amendment ”) is made by and
between Dominic Orr (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 an Executive Employment
Agreement effective as of April 4, 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 5.2
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. The
existing Section 6.2 of the Agreement is hereby deleted in its
entirety and replaced with the following new
Section 6.2:
“ 6.2
Termination Without Cause
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