Amendment to Offer Letter Agreement between Steffan C. Tomlinson and Aruba Networks, Inc.

Summary

This amendment updates the original Offer Letter Agreement between Steffan C. Tomlinson and Aruba Networks, Inc. to comply with Section 409A of the Internal Revenue Code. It clarifies that, for any equity awards granted on or after December 1, 2008, the definition of "Change of Control" will follow the terms of the specific equity plan under which the award was granted. The amendment becomes effective upon the Company's signature and supersedes prior related agreements unless further changed in writing by both parties.

EX-10.12 4 f53661exv10w12.htm EX-10.12 exv10w12

Exhibit 10.12

AMENDMENT TO OFFER LETTER

This amendment (the “Amendment”) is made by and between Steffan C. Tomlinson (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 14, 2005 (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 to the end of the second paragraph thereunder:

“Notwithstanding the forgoing, for purposes of vesting acceleration with respect to any unvested shares, options or other equity granted on or after December 1, 2008 (each, a “Post-Amendment Equity Award”) under this Section 4, the term “Change of Control” shall be, with respect to a Post-Amendment Equity Award, the definition of “Change of Control” under the applicable equity plan under which such Post-Amendment Equity Award was granted.”

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”).

(remainder of page intentionally left blank)

(signature page to follow)

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 Human Resources


EXECUTIVE		STEFFAN C. TOMLINSON

		/s/ Steffan C. Tomlinson

-2-