Aruba
Wireless Networks, Inc.
EXECUTIVE EMPLOYMENT
AGREEMENT
for
DOMINIC ORR
This Executive
Employment Agreement (“ Agreement ”) is
effective as of April 4, 2006, by and between Dominic Orr
(“ Executive ”) and Aruba Wireless
Networks, Inc. (the “ Company
”).
Whereas , the Company desires
to employ Executive to provide personal services to the Company,
and wishes to provide Executive with certain compensation and
benefits in return for his services; and
Whereas , Executive wishes to
be employed by the Company and to provide personal services to the
Company in return for certain compensation and benefits;
Now, Therefore , in
consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the parties hereto as
follows:
1.
Employment by the
Company.
1.1 Position. Subject to terms and conditions set forth
herein, the Company agrees to employ Executive effective as of
April 4, 2006, and commencing as of April 10, 2006,
Executive shall serve in the position of Chief Executive Officer
(“CEO”) beginning April 10, 2006 and Executive
hereby accepts such employment. Executive is currently serving as
Chairman of the Board, but it is expected that during a transition
period to extend from April 10, 2006 until no later than
August 10, 2006, Executive will not serve as Chairman, but will
then be reappointed. During the term of Executive’s
employment with the Company, Executive will devote
Executive’s best efforts and Executive’s substantial
business time and attention to the business of the Company, except
for vacation periods as set forth herein and reasonable periods of
illness or other incapacities permitted by the Company’s
general employment policies.
1.2 Duties and Location. Executive shall serve in an
executive capacity and shall perform such duties as are customarily
associated with the positions described above, consistent with the
bylaws of the Company and as required by the Company’s Board
of Directors (the “ Board ”), to whom
Executive shall report. Executive’s primary office location
shall be the Company’s corporate headquarters, currently
located in Sunnyvale, California. The Company reserves the right to
reasonably require Executive to perform Executive’s duties at
places other than its corporate headquarters from time to time, and
to require reasonable business travel.
1.3 Policies and Procedures. The employment relationship
between the parties shall be governed by the general employment
policies and practices of the
Company, except
that when the terms of this Agreement differ from or are in
conflict with the Company’s general employment policies or
practices, this Agreement shall control.
2.1 Salary. For services to be rendered hereunder, Executive
shall receive a base salary at the rate of $300,000 per year (the
“ Base Salary ”), subject to standard
payroll deductions and withholdings and payable in accordance with
the Company’s regular payroll schedule.
2.2 Standard Company Benefits. Executive shall be entitled
to all employee benefit programs for which Executive is eligible
under the terms and conditions of the benefit plans which may be in
effect from time to time and provided by the Company to its senior
executives.
2.3 Vacation. Executive shall accrue vacation at a rate
consistent with the Company’s standard vacation policies for
executive employees.
2.4 Equity Compensation. Subject to the approval of the
Board, Executive shall be granted an option to purchase six million
six hundred fifty-nine thousand, one hundred forty-three shares
(6,659,143) shares of the Company’s Common Stock (the
“Option”) at the Fair Market Value as defined below,
which share amount represents 8.67% of the current fully-diluted
capitalization of the Company, taking into account the grant of the
Option and shares the Company is entitled to repurchase from
departing employees as of April 10, 2006. The “Fair
Market Value” of the Common Stock will be determined in good
faith by the Board, based on a independent third party appraisal
that the Company expects to obtain within 15 days from the
date hereof. The Company has also provided Executive with a copy of
the independent valuation report obtained by the Company with
respect to the fair market value of the Common Stock as of February
___, 2006. The Option shall be governed by the terms and conditions
set forth in the applicable plan document, stock option agreement
and grant document.
3.
Proprietary Information
Obligations.
3.1 Proprietary Information Agreement. As a condition of
employment, Executive agrees to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as
Exhibit A.
3.2 Third Party Agreements and Information. Executive
represents and warrants that Executive’s employment by the
Company will not conflict with any prior employment or consulting
agreement or other agreement with any third party, and that
Executive will perform Executive’s duties to the Company
without violating any such agreement. Executive represents and
warrants that Executive does not possess confidential information
arising out of prior employment, consulting, or other third party
relationships, which would be used in connection with
Executive’s employment by the Company, except as expressly
authorized by that third party. During Executive’s employment
by the Company, Executive will use in the performance of
Executive’s duties only information which is generally known
and used by persons with training and experience comparable
to
Executive’s own, common knowledge in the
industry, otherwise legally in the public domain, or obtained or
developed by the Company or by Executive in the course of
Executive’s work for the Company.
4.
Outside Activities During
Employment.
4.1 Non-Company Business. Except with the prior written
consent of the Board, Executive will not during the term of
Executive’s employment with the Company undertake or engage
in any other employment, occupation or business enterprise, other
than ones in which Executive is a passive investor; provided,
however, that the Company hereby consents to Executive’s
continued service as the executive chairman of Ruckus Wireless Inc.
and as a board member of Inveneo, Inc. Executive may engage in
civic and not-for-profit activities so long as such activities do
not materially interfere with the performance of Executive’s
duties hereunder.
4.2 No Adverse Interests. Executive agrees not to acquire,
assume or participate in, directly or indirectly, any position,
investment or interest known by him to be adverse or antagonistic
to the Company, its business or prospects, financial or
otherwise.
5.1 Accelerated Vesting. Upon the occurrence of a Change in
Control, the Company will accelerate the vesting of any equity
awards granted to Executive that are unvested as of the date of the
Change in Control (the “ Change in Control Date
”) such that the Accelerated Amount (as hereinafter defined)
shall be deemed fully vested as of such date. If the Change in
Control Date occurs prior to April 10, 2007, the
“Accelerated Amount” shall be the amount of vesting
Executive would have received in the eighteen (18) month
period immediately following the Change in Control Date. If the
Change in Control Date occurs on or after April 10, 2007, the
“Accelerated Amount” shall be the amount of vesting
Executive would have received in the twelve (12) month period
immediately following the Change in Control Date. In either case,
immediately following the Change in Control Date, additional
vesting in any unvested portions of equity awards shall continue
with no interruption and at the rate and schedule (as adjusted to
take account of the Accelerated Amount so that there is no
perio
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