Amendment to Offer Letter Agreement between Aruba Networks, Inc. and Sriram Ramachandran

Summary

This amendment updates the original offer letter agreement between Aruba Networks, Inc. and Sriram Ramachandran to clarify how 'Change of Control' is defined for restricted stock unit (RSU) awards, ensuring compliance with tax regulations. The amendment states that the definition of 'Change of Control' for RSUs will follow the applicable equity plan or award agreement. All other terms of the original agreement remain unchanged unless modified by this amendment. The amendment is effective upon the company's signature.

EX-10.10 3 f53661exv10w10.htm EX-10.10 exv10w10

Exhibit 10.10

AMENDMENT TO OFFER LETTER

This amendment (the “Amendment”) is made by and between Sriram Ramachandran (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 a Offer Letter Agreement dated July 18, 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 4 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. This Amendment, taken together with the Agreement, to the extent not modified by this Amendment, supersedes any and all previous contracts, arrangements or understandings between the parties with respect to the Agreement, and may not be amended adversely to Executive’s interest except by mutual written agreement of the Parties.

3. This Agreement will become effective on the date that it is signed by the Company (the “Effective Date”).

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IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer.


COMPANY		ARUBA NETWORKS, INC.

		/s/ Aaron Bean

		By: Aaron Bean

		Title: Head of HR


EXECUTIVE		SRIRAM RAMACHANDRAN

		/s/ Sriram Ramachandran

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