Exhibit








Exhibit 10.2


GIGAMON  INC.   
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Change in Control  Severance  Agreement  (the "Agreement")  is made and entered  into by and between Burney Barker ("Executive") and Gigamon Inc., a Delaware corporation (the "Company"),  effective as of August 28, 2017 (the "Effective Date").


RECITALS


1.It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change in control. The Board of Directors of the Company (the "Board") recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change in Control (as defined herein) of the Company.


2.The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his employment and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.


3.The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive's termination of  employment  in  connection  with  a  Change  in  Control. These benefits will provide Executive with  enhanced  financial  security,  incentive  and encouragement  to remain with the Company.


		
	4.
	Certain capitalized terms used in the Agreement are defined in Section 7 below.




AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto  agree as follows:


1.Term of Agreement. This Agreement will have an initial term of three (3) years commencing on the Effective Date (the "Initial Term"). On the third anniversary of the Effective Date, this Agreement will renew automatically for additional one (1) year terms (each an "Additional Term"), unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Notwithstanding the foregoing provisions of this paragraph, if a Change in Control occurs when there are fewer than twelve (12) months remaining during the Initial Term or an Additional.Term, the term of this Agreement will extend automatically through the date that is twelve (12) months following the effective date of the Change in Control. If Executive becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied.


2.At-Will  Employment.    The  Company  and  Executive  acknowledge  that Executive's employment  is and will continue  to be at-will, as defined  under applicable law.


		
	3.
	Severance Benefits.




(a)Termination without Cause or Resignation for Good Reason  Outside  the Change in Control Period. If, other than within the period beginning three (3)  months  prior  to a Change in Control and ending twelve (12) months following a Change in Control (the "Change in Control Period"), the Company terminates Executive's employment  with  the  Company  without Cause (excluding death or Disability)  or Executive  resigns for Good Reason,  then subject to Section  4, Executive  will  receive the following:


(i)Severance Payment. Executive will receive a lump-sum payment (less applicable 











withholding taxes) equal to six (6) months of Executive's annual base salary as in effect immediately prior to Executive's termination date. Such lump-sum amount shall be payable on the effective date of the Release specified  in Section 4(a) or such later time as required  by Section  4(c).


(ii)Equity. Executive's then  outstanding  Company  equity  awards, including Executive's outstanding awards under the Company's Performance Unit Plan (the "Equity Awards"), will accelerate vesting by the amount that would otherwise have vested had Executive remained  employed for six (6) months following  the termination date.


(iii)Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for Executive and Executive's eligible dependents (as applicable), within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for, or pay directly on Executive's behalf, the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive's termination of employment) until the earlier of (A) a period of six
(6) months from the last date of employment of the Executive with the Company, or (B) the date upon which Executive and/or Executive's eligible dependents becomes covered under similar plans. Notwithstanding anything to the contrary in this Section 3(a)(iii), if the Company determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following the month in which Executive terminates employment and will end on the earlier of (x) the date upon which Executive  becomes  covered  under  similar  plans or (y) the  last day  of the sixth (6th)   calendar month following the month in which Executive terminations employment.


(b)Termination without Cause  or Resignation  for Good  Reason  During  Change in Control Period. If during the Change in Control Period the Company terminates Executive's employment with the Company without Cause  (excluding  death or Disability)  or Executive  resigns for Good  Reason, then, subject  to Section 4, Executive  will receive the following:
(i)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to twelve (12) months  of Executive's  annual  base salary  as in effect immediately prior to Executive's termination date. Such amount lump-sum amount shall be payable on the effective date of the Release  specified  in Section  4(a) or such  later  time as required by Section 4(c).


(ii)Equity. Executive's Equity Awards will accelerate vesting by one hundred percent (100%). The Equity Awards will remain exercisable, to  the  extent  applicable, following Executive's termination or the period prescribed by the  applicable  equity  plan  and agreement  for each Equity Award.


(iii)Continued Employee Benefits. If Executive elects continuation coverage pursuant to COBRA for Executive and Executive's eligible dependents (as applicable), within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for, or pay directly on Executive's behalf, the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive's termination of employment) until the earlier of (A) a period of twelve (12) months from the last date of employment of the Executive with the Company, or (B) the date upon which Executive and/or Executive's eligible dependents becomes covered under similar plans. Notwithstanding anything to the contrary in this Section 3(b)(iii), if the Company determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence in the month following the month in which Executive terminates employment and will end on the earlier of (x) the date upon which Executive becomes covered under similar plans or (y) the last day of the twelfth (lih) calendar month following the month in which Executive terminations employment.


(c)Other Termination. If Executive's employment with the Company terminates other than as 











set forth in Sections 3(a) and 3(b) above, then (i) all vesting will terminate immediately with respect to Executive's outstanding Equity Awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately  (except as to amounts already  earned), and (iii) Executive will only be eligible for severance benefits in accordance with the Company's established  policies, if any, as then in effect.


(d)Exclusive  Remedy.  In the event of a termination  of  Executive's  employment as set forth in Sections 3(a) and  3(b) of this Agreement,  the provisions  of Section 3 are intended  to  be and are exclusive and in lieu of and supersede any other rights or remedies to which Executive or  the Company otherwise may be entitled, whether at law, tort or contract or in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled  to  no  benefits,  compensation  or other payments or rights upon termination of employment other  than  those  benefits  expressly  set forth in Section 3 of this Agreement.
		
	4.
	Conditions to Receipt of Severance




(a)Release of Claims Agreement. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company (the "Release"), which must become effective and irrevocable no later than the sixtieth (60th) day following Executive's termination of employment (the "Release Deadline"). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits under this Agreement. No severance payments and benefits under Section 3 of this Agreement will be paid or provided until the Release becomes effective and irrevocable, and, subject to Section 4(c) of this Agreement, any such severance payments and benefits otherwise payable between the date of Executive's termination of employment and the date the Release becomes effective and irrevocable will be paid on the date the Release becomes effective and irrevocable.


(b)Confidential Information and Invention Assignment Agreements. Executive's receipt of any payments or benefits under Section 3 will be subject to Executive continuing to comply with the terms of any confidential information and invention assignment agreement executed by Executive in favor of the Company (the "Confidentiality Agreement") and the provisions of this Agreement.


		
	(c)
	Section 409A.




(i)Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the "Deferred Payments") will be payable until Executive has a "separation from service" within the meaning of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a "separation from service" within the meaning of Section 409A.


(ii)Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th ) day following Executive's separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive's separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive's separation from service and the remaining payments shall be made as provided in this Agreement.
(iii)Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of Executive's separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive's separation from service will become payable on the first payroll date that occurs on or after the date six  (6)  months  and one (1)  day  following  the date of  Executive's  separation  from  service. All
subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive's death following Executive's separation from service but prior to the six (6) month anniversary of Executive's separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Payments 











will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section l.409A-2(b)(2) of the Treasury Regulations.


(iv)Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.


(v)The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A.
5.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's  severance  benefits  under Section 3 will be either:
		
	(a)
	delivered in full, or


		
	(b)
	delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,




whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation  of awards  granted "contingent  on a change  in ownership  or  control"
(within the meaning of Code Section 280G), (iii) cancellation  of  accelerated  vesting  of  equity awards; (iv) reduction of employee benefits. In  the  event  that  acceleration  of  vesting  of  equity award compensation is to be reduced, such acceleration of vesting will be cancelled  in the  reverse order of the date of grant of Executive's  equity  awards.


Unless the Company and Executive otherwise agree in writing, any dete1mination required under this Section 5 will be made in writing by the Company's  independent  public accountants immediately prior to the Change in Control  (the "Accountants"), whose  determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the  Accountants  may  make  reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections  280G  and  4999  of  the  Code.  The  Company and Executive will furnish to the Accountants such information  and  documents  as the  Accountants may reasonably request in order to make a determination  under this Section.  The Company  will bear all costs the Accountants may reasonably incur in connection with any calculations  contemplated  by this Section 5.


6.Definition of Terms. For purposes of this Agreement, the following terms referred to in this Agreement will have the following meanings:


(a)Cause. "Cause" means the occurrence of any of the following events, as determined in good faith by the Board: (i) the Executive's gross negligence or willful misconduct in the performance of duties, including without limitation, willful violation of any Company policy, where such negligence, misconduct, or violation has resulted or is likely to result in substantial and material damage to the Company or any of its subsidiaries or successors; (ii) the Executive's repeated or unjustified absence from the Company; (iii) the Executive's commission of any act of fraud, embezzlement, or professional dishonesty with respect to the Company; (iv) the Executive's conviction of any felony or crime involving moral turpitude which causes material harm to the standing and reputation of the Company; or (v) the Executive's incurable material breach of any written agreement the Executive has with 











the Company, including without limitation, the Executive's misappropriation or misuse of the Company's intellectual property under the Company's Employee Agreement Regarding Proprietary Information and Inventions.






(b)Change  in Control.   "Change  in Control" means the  occurrence  of  any of the following:




(i)A change in the ownership of the Company which occurs on the date that any one person, or more than one person  acting as a group ("Person"),  acquires  ownership  of  the stock of the Company that, together with the stock  held  by  such  Person, constitutes  more than 50% of the total voting power of the stock of the Company; provided, however, that for  purposes of  this subsection (i), the acquisition of additional stock by any one Person,  who  is considered  to own more than 50% of the total voting power of the stock of  the  Company  will  not  be considered  a Change in Control; or


(ii)A change in the effective control of the Company which occurs on the date that a majority of members of the Board (each, a "Director") is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a  majority  of  the members of the Board prior to the date of the appointment  or  election.  For  purposes  of  this subsection (ii), if any Person is considered  to be in effective control of the Company,  the acquisition  of additional control of the Company by the same Person will not  be  considered  a  Change  in Control; or


(iii)A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has  acquired  during  the  twelve  (12) month period ending on the date of the most recent  acquisition  by such  person or  persons)  assets from the Company that have a total gross fair market value equal to or  more  than 50% of the total  gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute  a  change in the ownership  of a substantial  portion  of the Company's  assets:  (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company  to:  (1) a stockholder  of  the  Company  (immediately  before  the asset transfer) in exchange for or with respect to the Company's  stock, (2) an entity, 50% or more  of the total value or voting power of which is owned, directly or indirectly, by the Company,  (3)  a  Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in  this  subsection  (iii)(B)(3).  For purposes of this subsection (iii), gross fair market value means the value of the  assets  of  the  Company, or the value of the assets being disposed of, determined without regard to any liabilities associated  with such assets.


For purposes of this definition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation,  or
(ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction.


(c)Disability. "Disability" means Executive is  unable  to  engage  in  any substantial gainful activity by reason of any medically determinable  physical  or mental  impairment that can be expected to result in death or can be expected to last for a continuous period of  not less  than twelve (12) months.
(d)Good Reason.  "Good  Reason"  means  Executive's  termination  of employment  within thirty  (30) days following  the expiration  of any  cure   period  (discussed  below)
following the occurrence of one or more of the following without Executive's written consent: (i) a material reduction in Executive's position, duties, authority, or responsibilities relative to Executive's position, duties, authority, or 











responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in position, duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in kind or level of benefits to which Executive is entitled immediately prior to such change with the result that Executive's overall benefits package is materially reduced unless it is part of a Company-wide change of the same percentage; or (iv) relocation of Executive's principal place of employment by more than fifty (50) miles from Executive's then-current location of employment, without Executive's prior written consent. In order for an event to qualify as a Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within ninety (90) days of the initial existence of the grounds for Good Reason and such grounds have not be cured by the Company during a period of thirty (30) days following the date of such notice.


(e)Section 409A Limit. "Section 409A Limit" means the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's taxable year preceding the Executive's taxable year of Executive's termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-l(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(l 7) of the Code for the year in which Executive's employment is terminated.


		
	7.
	Successors.




(a)The Company's Successors. Any successor to the Company  (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 8(a) or which becomes bound by the terms of this Agreement by operation of law.


(b)Executive's Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
		
	8.
	Notice.




(a)General. Notices and all other  communications  contemplated  by  this Agreement will be in writing and will be deemed  to have been duly  given when personally  delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  In  the case of Executive, mailed notices will  be addressed  to him or  her at the home  address  which  he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the General Counsel of the Company.


(b)Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason or as a result of a voluntary resignation  will  be  communicated  by  a notice of termination to the other party hereto given in accordance with Section 8(a)  of  this  Agreement. Such notice will indicate the specific  termination  provision  in  this  Agreement  relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination will not waive any right of Executive hereunder or preclude Executive from  asserting  such  fact  or circumstance  in enforcing  Executive's  rights hereunder.


		
	9.
	Arbitration.




The Company and Executive each agree that any and all disputes arising out of the terms of this 











Agreement, Executive's employment by the Company, Executive's service as an officer or director of the Company, or Executive's compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the "Act"), and pursuant to California law. Disputes that the Company and Executive agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. The Company and Executive further understand that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.


(b) Procedure. The Company and Executive agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. ("JAMS"),  pursuant  to  its Employment Arbitration Rules & Procedures (the "JAMS Rules").  The  Arbitrator  will  have  the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The Arbitrator will have the power to award any remedies available under applicable  law, and the Arbitrator  will award  attorneys'  fees and costs to the  prevailing  party,


except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the Arbitrator or JAMS except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fees as Executive would have instead paid had he or she filed a complaint in a court of law. The Arbitrator will administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and the Arbitrator will apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law will take precedence. The decision of the Arbitrator will be in writing. Any arbitration under this Agreement will be conducted in Santa Clara County, California.


(c) Remedy. Except  as provided  by the Act and  this Agreement,  arbitration  will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the  Company  will be permitted  to pursue court action regarding  claims that are subject to arbitration.


(d) Administrative Relief. Executive understands that this Agreement does not prohibit him or her from pursuing any administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers' Compensation Board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim, except as permitted by law.


(e) Voluntary Nature of Agreement. Each of the Company and Executive acknowledges and agrees that such party is executing this Agreement voluntarily and without  any duress or undue influence by anyone. Executive further acknowledges and agrees that he or she has carefully read this Agreement and has asked any questions needed for him or her to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that Executive is waiving his or her right  to a jury trial.  Finally,  Executive  agrees that he or she  has  been provided an opportunity to seek the advice of an attorney of  his or  her choice  before  signing  this Agreement


		
	10.
	Miscellaneous Provisions.




(a)No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment  be  reduced  by  any  earnings that Executive  may  receive from any other source.


(b)Waiver. No provision of this Agreement will be  modified,  waived  or discharged unless the modification, waiver or discharge is agreed to in writing  and  signed  by Executive and by an authorized officer of the Company (other than Executive). No waiver  by either party of any breach of, or of compliance with, any condition 











or provision of this Agreement  by the other  party  will be considered a waiver of any other condition or provision  or of the same condition  or provision  at another time.


(c)Headings. All captions and section headings used in this Agreement are for convenient  reference  only and  do not form a part of this Agreement.


(d)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.


(e)Choice of Law. The validity, interpretation, construction, and  performance  of this Agreement will be governed by the laws of the State of California (with the exception  of its  conflict of laws provisions). Any  claims or legal actions by one party against the other arising out of  the relationship between the parties contemplated herein (whether or  not  arising  under  this Agreement) will be commenced or maintained in any state or federal court located in Santa Clara County, California, and Executive and the Company  hereby  submit to the jurisdiction  and  venue of any such court.


(f)Severability. The invalidity  or unenforceability of any provision  or provisions of this Agreement will not affect the validity or enforceability of any other  provision  hereof,  which will remain in full force and  effect.


(g)Withholding. All  payments  made pursuant  to this Agreement  will  be subject to withholding  of applicable  income and employment taxes.


(h)Counterparts. This Agreement may be executed  in  counterparts,  each  of  which will be deemed an original, but all of which together will constitute one and the  same  instrument.


IN WITNESS WHEREOF, each of the  parties  has executed  this  Agreement ,  in the case of the Company  by its duly authorized  officer, as of the day and year set forth below.






	
					
	COMPANY:
	 
	 
	 

	GIGAMON INC.
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Rich Jacquet
	 
	Date:
	8/28/2017

	By:
	Rich Jacquet
	 
	 
	 

	Title:
	Chief People Officer
	 
	 
	 

	Date:
	8/28/2017
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	Date:
	8/28/2017

	EXECUTIVE:
	 
	 
	 

	 
	 
	 
	 
	 

	/s/ Burney Barker
	 
	 
	 

	Burney Barker