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Exhibit 10.5
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. Compensation.
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. Change in
Control.
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 period dur
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