Filed by Bowne Pure Compliance





Exhibit
10.2




ARUBA NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Company’s 2007 Equity Incentive Plan (the “Plan”).



	 	 	 
	Name (the “Participant”):

	 	Name






You have been granted [SHARES_GRANTED] Restricted Stock Units. Each such Restricted
Stock Unit represents the right to receive one Share. No Shares will be issued with respect to the
Restricted Stock Units until the vesting conditions described below are satisfied. Additional
terms of this grant are as follows:



	 	 	 
	Date of Grant:

	 	Grant Effective Date
	 
	 	 
	Grant Number:

	 	Grant ID
	 
	 	 
	Vesting Schedule:

	 	[INSERT VESTING SCHEDULE.]








	 	 	 
	*	 	Important additional information on vesting and forfeiture of the Restricted Stock Units covered
by this grant is contained in the attached Restricted Stock Unit Agreement; please be sure to read
the entire agreement.





The Restricted Stock Units evidenced by this Notice of Grant is part of and subject in all
respects to the terms and conditions of the Plan (a copy of which has been made available to you by
the Company) and the attached Restricted Stock Unit Agreement (together with this Notice of Grant,
the “Agreement”).



By your signature to this Agreement, you represent and warrant that you are familiar with, and
agree to be bound by, the terms and provisions of the Plan and this Agreement. You further
represent and warrant that you have reviewed this Agreement and the Plan in their entirety, have
had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully
understand all provisions of the Plan and this Agreement.



You also agree (1) to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Agreement and (2) to notify
the Company upon any change in the residence address indicated below (and any subsequent change).



Finally, if you have not previously done so with respect to a prior equity grant, you
represent that you have reviewed the Stock Trading Plan for Mandatory Sale of Shares to Cover Tax
Withholding Obligations (Exhibit B to this Agreement), which you must sign (in writing or
electronically) and return to the Company.



You acknowledge and agree that by submitting your acceptance on the E*TRADE online grant
acceptance page, it will act as your electronic signature to this Agreement and will result in a
contract between you and the Company with respect to this Award of Restricted Stock Units. You
may, if you prefer, sign and return to the Company a paper copy of this Agreement.



	 	 	 	 	 	 	 
	Participant:



	 	 	 	Aruba Networks, Inc.	 	 
	 

Name and Address

	 	 	 	 

	 	 







 


 









 






 EXHIBIT A



ARUBA NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT




1. Grant. The Company hereby grants to the Participant an award of Restricted Stock
Units (“RSUs”), as set forth in the Notice of Grant of Restricted Stock Units attached to (and part
of) this Restricted Stock Unit Agreement (together, the “Agreement” or the “Restricted Stock Unit
Agreement”) and subject to the terms and conditions in this Agreement and the Company’s 2007 Equity
Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Restricted Stock Unit Agreement.



2. Company’s Obligation. Each RSU represents the right to receive a Share on the
vesting date (or at such later time as indicated in this Agreement). Unless and until the RSUs
vest, the Participant will have no right to receive Shares under such RSUs. Prior to actual
distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company. When
the RSUs are paid out to the Participant, they will be paid out in whole Shares only and the
purchase price will be deemed paid by the Participant for each RSU through the past services
rendered by the Participant, and will be subject to the appropriate tax reporting and, if
applicable, appropriate tax withholding.



3. Vesting Schedule. Subject to paragraphs 4 and 5(b) and 5(c) and the terms of the
Plan, the RSUs awarded by this Agreement will vest in the Participant according to the vesting
schedule specified in the Notice of Grant, subject to Participant remaining a Service Provider
through each applicable vesting date.



4. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Participant terminates service as a
Service Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement
will be forfeited at the time of such termination at no cost to the Company.




5. Payment after Vesting.



(a) Subject to paragraph 9, any RSUs that vest will be paid to the Participant (or in the
event of the Participant’s death, to his or her properly designated beneficiary or estate) in whole
Shares. Subject to the provisions of paragraphs 5(b) and 5(c), such vested RSUs shall be paid in
whole Shares as soon as practicable after vesting, but in each such case within the period ending
no later than the later of (i) the end of the calendar year that includes the vesting date or (ii)
the date that is the fifteenth (15th) day of the third (3rd) month following
the vesting date. In no event will the Participant be permitted, directly or indirectly, to
specify the taxable year of payment of any RSUs payable under this Agreement.


 


 









 






(b) Acceleration.



(i) Discretionary Acceleration. If the Administrator, in its discretion, accelerates
the vesting of the balance, or some lesser portion of the balance, of the unvested
RSUs, such RSUs will be considered as having vested as of the date specified by the
Administrator. Subject to the provisions of paragraph 4 , this paragraph 5 and paragraph 9, the
payment of such accelerated portion of the RSUs shall be made as soon as practicable after the new
vesting date, but, except as provided in this Agreement, in no event later than the later of (i)
the end of the calendar year that includes the vesting date or (ii) the date that is the fifteenth
(15th) day of the third (3rd) month following the applicable vesting date;
provided, however, if the Award is “deferred compensation” within the meaning of Section 409A, the
payment of such accelerated portion of the RSUs nevertheless shall be made at the same time or
times as if such RSUs had vested in accordance with the vesting schedule set forth in paragraph 3,
including any necessary application of the six-month delay provided for in paragraph 5(c) (whether
or not the Participant remains employed by the Company or a Parent or Subsidiary of the Company as
of such date(s)), unless an earlier payment date, in the judgment of the Administrator, would not
cause the Participant to incur an additional tax under Section 409A, in which case, payment of such
accelerated RSUs shall be made no later than the fifteenth (15th) day of the third
(3rd) month (and in all cases within ninety (90) days) following the earliest
permissible payment date that would not cause the Participant to incur an additional tax under
Section 409A (subject to paragraph 5(c) with respect to specified employees). Notwithstanding the
foregoing, any delay in payment pursuant to this paragraph 5(b)(i) will cease upon the
Participant’s death and such payment will be made as soon as practicable after the date of the
Participant’s death (and in all cases within ninety (90) days of such death).



(ii) Change in Control. Notwithstanding anything in the Plan or this Agreement to the
contrary, if the vesting of all or a portion of the RSUs accelerates pursuant to any plan,
agreement, resolutions or arrangement that provides for acceleration in the event of a change in
control that is not a “change in control” within the meaning of Section 409A, then the payment of
such accelerated portion of the RSUs will be made in accordance with the timing of payment rules
that apply to discretionary accelerations under paragraph 5(b)(i) of this Agreement. If the
vesting of all or a portion of the RSUs accelerates in the event of a Change in Control that is a
“change in control” within the meaning of Section 409A, then the payment of such accelerated RSUs
shall be paid no later than the date that is the fifteenth (15th) day of the third
(3rd) month (and in all cases within ninety (90) days) following the vesting date.



(c) Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of
the balance, or some lesser portion of the balance, of the RSUs is accelerated in connection with
the Participant’s termination as a Service Provider, such accelerated RSUs will not be payable by
virtue of such acceleration until and unless the Participant has a “separation from service” within
the meaning of Section 409A. Further, and notwithstanding anything in the Plan or this Agreement
to the contrary, if any such accelerated RSUs would otherwise become payable upon a “separation
from service” within the meaning of Section 409A, and if (x) the Employee is a “specified employee”
within the meaning of Section 409A at the time of such “separation from service” (other than due to
the Employee’s death) and (y) the payment of such accelerated RSUs will result in the imposition of
additional tax under Section 409A if paid to Participant on or within the six (6) month period
following Participant’s “separation from service”, then, to the extent necessary to avoid the
imposition of such additional taxation, the payment of such accelerated RSUs otherwise payable to
Participant during such six (6) month period will accrue and will not be made until the date six
(6) months and one (1) day following
the date of Participant’s “separation from service”, unless the Participant dies following his
or her termination as a Service Provider, in which case, the RSUs will be paid in Shares as soon as
practicable following his or her death (and in all cases within ninety (90) days of Participant’s
death). It is the intent of this Agreement to comply with the requirements of Section 409A so that
none of the RSUs provided under this Agreement or Shares issuable thereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. Each payment and benefit payable under this Agreement is intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.



 


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6. Payments after Death. Any distribution or delivery to be made to the Participant
under this Agreement will, if the Participant is then deceased, be made to the administrator or
executor of the Participant’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.



7. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of the Company
in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares (which may be in book entry form) will have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Participant or Participant’s
broker.



8. No Effect on Employment or Service. The Participant’s employment or service with
the Company and its Parent or Subsidiaries is on an at-will basis only. Accordingly, nothing in
this Agreement or the Plan shall confer upon the Participant any right to continue to be employed
by or in service with the Company or any Parent or Subsidiary or shall interfere with or restrict
in any way the rights of the Company or the employing Parent or Subsidiary, which are hereby
expressly reserved, to terminate or change the terms of the employment or service of the
Participant at any time for any reason whatsoever, with or without good cause or notice.



9. Tax Withholding. Until and unless the Administrator determines otherwise, on the
date or dates on which tax withholding obligations arise with respect to the RSUs (or as soon as
administratively practicable thereafter), a number of Shares sufficient to pay the minimum income,
employment and other applicable taxes required to be withheld with respect to the Shares (the
“Tax-Related Items”) will be sold pursuant to such procedures as the Administrator in its sole
discretion may specify from time to time; provided, however, that the Shares to be sold must have
vested pursuant to the terms of this Agreement and the Plan. The proceeds from such sale shall be
used to satisfy Participant’s tax withholding obligations (and any associated broker or other fees)
arising with respect to the RSUs. Only whole Shares will be sold to satisfy any tax withholding
obligations. The proceeds from the sale of Shares in excess of the tax withholding obligation (and
any associated broker or other fees) will be remitted to the Participant pursuant to such
procedures as the Administrator may specify from time to time. By accepting this Award,
Participant expressly consents to the sale of Shares to cover the tax withholding obligations (and
any associated broker or other fees) and agrees and acknowledges that Participant
may not satisfy such tax withholding obligations by any means other than such sale of Shares,
as set forth under this paragraph 9, unless required to do so by the Administrator or pursuant to
the Administrator’s express written consent.


 


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In addition, after consultation with the Company’s Compliance Officer (as defined in the
Company’s Insider Trading Policy), the Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may require the Participant to satisfy such tax
withholding obligations with respect to the Tax-Related Items, in whole or in part by one or more
of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable
Shares having a value equal to the minimum amount statutorily required to be withheld, (c)
delivering to the Company already vested and owned Shares having a value equal to the amount
required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to
the Participant through such means as the Administrator may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld.
Notwithstanding any contrary provision of this Agreement, no Shares shall be distributed to the
Participant unless and until all Tax-Related Items have been withheld or otherwise satisfied with
respect to such Shares. If the Participant fails to make satisfactory arrangements for the payment
of any Tax-Related Items at the time any applicable Shares otherwise are scheduled to vest or tax
withholdings are otherwise due with respect to the RSUs, the Participant will permanently forfeit
such Shares and the Shares will be returned to the Plan at no cost. All income, employment and
other taxes related to the RSUs and any Shares delivered in payment thereof are the sole
responsibility of Participant.



10. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:




(a) [INSERT APPLICABLE DEFINITIONS]



(b) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service
guidance thereunder, as each may be amended from time to time.



11. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company at 1344 Crossman Ave., Sunnyvale, CA 94089-1113,
Attn: Stock Administration, or at such other address as the Company may hereafter designate
in writing or electronically.



12. Grant is Not Transferable. This award of RSUs may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of Participant only by the Participant. The terms of the Plan and this Agreement
shall be binding upon the executors, administrators, heirs, successors and assigns of the
Participant. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this award of Restricted Sock Units, or any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.



13. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.


 


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14. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Participant (or his or her estate), such issuance will not occur unless and until
such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.



15. Plan Governs. This Agreement (including the Notice of Grant) is subject to all
terms and provisions of the Plan. Subject to Section 20(c) of the Plan, in the event of a conflict
between one or more provisions of this Agreement or the Notice of Grant and one or more provisions
of the Plan, the provisions of the Plan will govern.



16. Headings. Headings provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



17. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any RSUs have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith
will be final and binding upon Participant, the Company and all other interested persons. Neither
the Administrator nor any person acting on behalf of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this
Agreement.



18. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.


 


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19. Entire Agreement; Governing Law; Modifications. The Plan is incorporated herein
by reference. The Plan and this Agreement (including the Notice of Grant) constitute the entire
Agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject
matter hereof, and may not be modified adversely to the Participant’s interest except by means of a
writing signed by the Company and Participant. [IF APPLICABLE, ADD: For the avoidance of doubt,
this Agreement supersedes and replaces in its entirety any acceleration of vesting provisions
included in Participant’s offer letter from the Company and any other agreement between the Company
and Participant.] OR [Notwithstanding the foregoing, the acceleration of vesting provisions
included in [NAME OF AGREEMENT] shall apply to this Award of Restricted Stock Units; provided,
however, that for all purposes of such provisions, any definition of “change in control” or “change
of control” shall be deemed to mean a “Change in Control as defined in the Plan.] Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise
this Agreement as it deems necessary or advisable, in its sole discretion and without the consent
of the Participant, to comply with Section 409A or to otherwise avoid imposition of any additional
tax or income recognition under Section 409A prior to the actual payment of Shares pursuant to this
award of Restricted Stock Units. However, the Company makes no representation that this Award of
Restricted Stock Units is not subject to Section 409A nor makes any undertaking to preclude Section
409A from applying to this Award of Restricted Stock Units. This Agreement is governed by
California law except for that body of law pertaining to conflict of laws.




 


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EXHIBIT B




Stock Trading Plan

for Mandatory Sale of Shares to Cover Tax Withholding Obligations




I am adopting and entering into this stock trading plan (the “Sales Plan”) so that I may
receive the necessary proceeds to satisfy any requirements to pay the minimum income, employment
and other applicable taxes (collectively, “Taxes”) required to be withheld by the Company (or the
employing Parent or Subsidiary) on my behalf if and when such tax withholding obligations arise as
a result of the grant by the Company to me of any RSUs, shares of restricted stock or performance
shares. I dispel any inference that I am selling Shares on the basis of or while aware of material
nonpublic information or that such sales evidence my awareness of material nonpublic information or
information at variance with the Company’s statements to investors.



1. Recitals.




a. I intend for this Sales Plan to comply with the requirements of Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).



b. I am establishing this Sales Plan in order to permit the orderly disposition of a portion
of the Shares that I acquired (or will acquire) pursuant to an award of RSUs, restricted stock or
performance shares (each, an “Equity Award”). The Shares are being sold pursuant to a mandatory
sale provision in the Agreement to provide the necessary proceeds to satisfy any Taxes if and when
any tax withholding obligations arise, as well any broker or other fees associated with such sales.
By adopting and entering into this Sales Plan, I agree and acknowledge that I may not satisfy such
Taxes and associated broker and other fees by any means other than the sale of Shares pursuant to
the terms and conditions of this Sales Plan. This Sales Plan will apply to the mandatory sale of
Shares under all future Equity Awards received by me from the Company.



2. Representations, Warranties and Covenants.





I hereby represent, warrant and covenant that:



a. I am not aware of any material nonpublic information concerning the Company or its
securities. I am entering into this Sales Plan in good faith and not as part of a plan or scheme
to evade compliance with the federal securities laws.



b. Once vested, the Shares to be sold under this Sales Plan shall be owned free and clear by
me and are not subject to any liens, security interests or other encumbrances or limitations on
disposition other than those imposed by Rule 144 under the Securities Act of 1933, as amended.



c. If I am an executive officer or director of the Company, I acknowledge that any filings
required under Section 16 of the Exchange Act are my sole responsibility.



d. I am aware that in order for this Sales Plan to constitute a plan pursuant to Rule
10b5-1(c) of the Exchange Act, I must not enter into or alter a corresponding or hedging
transaction with respect to the Shares.


 


 









 





3. Implementation of the Plan.




a. The Company has appointed or shall appoint a broker (the “Broker”) (or the Company may, in
its discretion, permit me to appoint a Broker) to sell Shares pursuant to the terms and conditions
set forth below.



b. The Broker is authorized to begin selling Shares pursuant to this Sales Plan commencing on
the date that the first Shares under the Equity Award vest. The Broker shall sell such number of
Shares as shall be required to satisfy (i) the applicable Taxes in accordance with my then current
applicable withholding rate and (ii) any associated broker or other fees.



c. I understand that the Broker may not be able to effect a sale due to a market disruption or
a legal, regulatory or contractual restriction applicable to the Broker or any other event or
circumstance (a “Blackout”). I also understand that even in the absence of a Blackout, the Broker
may be unable to effect sales consistent with ordinary principles of best execution, due to
insufficient volume of trading, or other market factors in effect on the date of a sale.



4. Termination. This Sales Plan shall terminate upon the last day of my service with the Company.
This Sales Plan may not be terminated, modified or amended at any time without the prior approval
of the Administrator or the Company’s Compliance Officer.



I acknowledge and agree that by submitting my acceptance on the E*TRADE online grant
acceptance page, it will act as my electronic signature to this Sales Plan and will result in a
contract between me and the Company with respect to this Sales Plan. I understand that I may, if I
prefer, sign and return to the Company a paper copy of this Sales Plan.



	 	 	 
	PARTICIPANT:
	 	 
	 
	 	 
	 

Signature

	 	 
	 
	 	 
	 

Print Name