David
Butler
17370 Skyline Blvd
Woodside, CA 94062
Re: Separation Agreement and
General Release of All Claims
This Separation
Agreement and General Release of All Claims (“Separation
Agreement”), upon your signature, will constitute the
agreement between you and Aruba Wireless Networks, Inc.
(“Aruba”) on the terms of your separation from
employment with Aruba.
1. Your
employment will terminate effective Friday, September 8, 2006
(the “Termination Date”). The Termination Date and the
remaining provisions of this Separation Agreement are contingent on
your continued fulfillment of your current job duties and
compliance with Company policies through September 8,
2006.
2. As of the
Termination Date, you will have been paid your earned salary,
accrued vacation pay, all other wages, and all other amounts Aruba
owed to you through the Termination Date, including but not limited
to any bonuses, commissions or other contingent compensation. Any
outstanding expense reports must be submitted by the Termination
Date and will be reviewed and reimbursed, if approved, consistent
with Company policy.
3. You have
received or will receive by separate cover information regarding
your rights to health insurance continuation and your retirement
benefits. To the extent that you have such rights, nothing in this
agreement will impair those rights.
4. On
May 19, 2003, the Company granted you an option (grant no.
SO-00064) to purchase 526,815 shares of its Common Stock (the
“First Option”). You exercised the First Option for all
526,815 shares. As of the Termination Date, you will be vested in
428,038 of the shares that you purchased by exercising the First
Option. Although you are not otherwise legally entitled to it, in
consideration of your acceptance of this Separation Agreement, you
will become vested in the remaining 98,777 shares on the Effective
Date (as defined in Section 15). You acknowledge that, by the
original terms of the First Option, no additional shares would have
vested. In all other respects, the Stock Option Agreement, dated
May 19, 2003, between you and the Company will remain in full
force and effect and you agree to remain bound by that
Agreement.
5. On
October 6, 2005, the Company granted you an additional option
(grant no. SO-00396) to purchase 60,000 shares of the
Company’s Common Stock
David
Butler
August 30, 2006
Page 2
(the
“Second Option”). As of the Termination Date, you will
be vested in none of the shares subject to the Second Option.
Although you are not otherwise legally entitled to it, in
consideration of your acceptance of this Separation Agreement, you
will become vested in 15,000 of the shares subject to the Second
Option, effective as of the date immediately prior to the
Termination Date. In addition, if you sign this Agreement, on the
Effective Date the Company will extend the post-termination
exercise period applicable to the Second Option so that it will
expire with respect to the vested shares on January 31, 2007.
For purposes of clarity, none of the shares subject to the Second
Option shall be exercisable unless and until the Effective Date, at
which time the Second Option will be exercisable with respect to
the 15,000 vested shares at any time that occurs (a) after the
Effective Date and (b) on or prior to January 31, 2007.
The Second Option will expire with respect to the remaining
unvested shares on the Termination Date. You acknowledge that, by
the original terms of the Second Option, no shares would have
vested. In addition, you acknowledge and agree that the extension
of the post-termination exercise period constitutes a modification
of the Second Option and that, accordingly, the Second Option will
no longer be eligible for incentive stock option treatment as of
the date of this Agreement. In all other respects, the Stock Option
Agreement, dated October 6, 2005, between you and the Company
will remain in full force and effect, and you agree to remain bound
by that Agreement.
6. Other than
the First and Second Options and the option (grant no. SO-00104) to
purchase 154,167 shares of the Company’s Common Stock granted
to you on October 21, 2003 (the “Third Option”),
you acknowledge and agree that you have no stock or stock option
rights in the Company. As of the Termination Date, you will be
vested in 109,202 of the shares subject to the Third Option.
Although you are not otherwise legally entitled to it, in
consideration of your acceptance of this Separation Agreement on
the Effective Date the Company will extend the post-termination
exercise period applicable to the Third Option so that it will
expire with respect to the vested shares on January 31, 2007.
The Third Option will expire with respect to the remaining unvested
shares on the Termination Date. You acknowledge and agree that the
extension of the post-termination exercise period constitutes a
modification of the Third Option and that, accordingly, the Third
Option will no longer be eligible for incentive stock option
treatment as of the date of this Agreement. In all other respects,
the Stock Option Agreement, dated October 21, 2003, between
you and the Company will remain in full force and effect, and you
agree to remain bound by that Agreement.
7. You have
returned or will immediately return to Aruba all Aruba documents
and other company property, including but not limited to any
information you have about Aruba’s practices, procedures,
trade secrets, customer lists, product marketing, or other
confidential information. You acknowledge that you have been the
recipient of confidential and
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