EX-10.1



 Exhibit 10.1 
  





 
 August 20, 2014 
 Dan
Rabinovitsj 
 Dear Dan, 
 Ruckus Wireless (the
“Company”) is pleased to offer you employment on the following terms: 
  

	 	1.	Position: You will start in a full-time position as a Chief Operations Officer reporting to Selina Lo. Your start date will be September 29, 2014. By signing this letter, you confirm to the Company that you
are under no contractual or other legal obligations that would prohibit or restrict you from performing your duties for the Company and that you have the right to work for the Company in the United States.  


 

	 	2.	Compensation: You will be paid an annual salary of USD $450,000, payable in accordance with the Company’s standard payroll schedule on a semi-monthly basis. This salary will be subject to adjustment pursuant
to the Company’s employee compensation policies in effect from time to time. 

  

	 	3.	Employee Benefits: As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, which are described in the employee benefit summary enclosed with this
letter. 

  

	 	4.	Personal Time Off (PTO): Under the Company’s Personal Time Off (PTO) program, employees at the Vice President level and above do not accrue paid personal (or vacation) time off. Our executives may take paid
time off for vacation, sick leave or other personal purposes at any time during the year subject to their manager’s approval and ensuring that all department and company needs are met. 


 

	 	5.	Equity Awards. In accordance with the Company’s Equity Incentive Plan, you will be granted an option to purchase 325,000 shares of the Company’s Common Stock and awarded 250,000 Restricted Stock Units.
These grants will be made in accordance with the Company’s policies as adopted by the Board of Directors and will be subject to the terms and conditions of the Company’s Equity Incentive Plan. These grants are conditioned on your
acceptance and execution of the agreements governing these awards, which will be presented to you promptly following grant. Equity awards for new hires are generally granted on or about the first week of the calendar month following their start
date. You will be notified of the date of your grant. 

 The exercise price per share of your stock option will be equal to the
closing price of the Company’s Common Stock on the NYSE on the date the option is granted. Under the Company’s Equity Incentive Plan, your stock option grant will vest 25% of the option shares after 12 months of continuous service
following your start date, and the balance will vest in equal monthly installments over the next 36 months of continuous service. Restricted Stock Units will vest at the rate of 25% a year on each anniversary of the vesting commencement date while
you remain continuously employed by the Company. The vesting commencement date will be the third day of the calendar month following your start date. 
  

	 	6.	Corporate Bonus Plan: You will be eligible to participate in the 2014 Corporate Bonus Plan, with an annual target for 2014 of 60% of your eligible earnings, prorated based upon the first date of your employment
with Ruckus. The pro-rata target bonus will be paid if you and the Company meet established performance objectives approved by the Board of Directors. 










			
	 Page
 2
	  	





  


	 	7.	One Time Bonus: You will receive a one-time bonus in the amount of USD $50,000.00, less applicable taxes and withholdings. 50% of this bonus will be paid with the first regularly scheduled payroll following your
date of hire (“First Payment Date”). The remaining 50% of this bonus will be paid with the first regularly scheduled payroll following six (6) months of continuous service with the Company (“Second Payment Date”). If you
should decide for any reason to terminate your employment prior to the First or Second payment date of these bonus amounts, or the Company terminates you for Cause (as defined in Exhibit B) prior to the First or Second Payment Dates, you will not be
eligible for this bonus. 

  

	 	8.	Severance Opportunity: You are eligible to participate in the Company’s Severance Benefit Plan, the details of which are attached as Exhibit B. 


 

	 	9.	Proprietary Information and Inventions Agreement: Like all Company employees, you will be required, as a condition to your employment with the Company, to sign the Company’s standard Proprietary Information
and Inventions Agreement, a copy of which is attached hereto as Exhibit A. 

  

	 	10.	Employment Relationship: Your employment relationship will be governed by the general policies, practices and procedures of the Company and you agree to abide by them as they may from time to time be adopted or
modified by the Company. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any
reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation
and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive
Officer of the Company. 

  

	 	11.	Outside Activities: While you are employed with the Company, you agree that you will not engage in any other employment, consulting or business activity, other than ones in which you are a passive investor,
without the written consent of the Company. The foregoing does not prohibit you from engaging in civic and not-for-profit activities as long as such activities do not interfere with the performance of your duties to the Company. Furthermore, during
your employment with the Company, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse or antagonistic to the Company’s interests, except for passive
investments in publicly traded companies that do not constitute more than one percent (1%) of the voting stock of such company. While you are employed with the Company, you also will not assist any person or entity in competing with the
Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company. 

  

	 	12.	Withholding Taxes: All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes. 


 

	 	13.	Entire Agreement: This letter supersedes and replaces any prior understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter.











			
	Page 3	  	





  

 We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and
accept this offer by signing and dating both the enclosed duplicate original of this letter and the enclosed Proprietary Information and Inventions Agreement and returning them to me. As required by law, your employment with the Company is also
contingent upon your providing legal proof of your identity and authorization to work in the United States. This offer is valid for seven (7) days from the date of this offer. We look forward to having you join us. If you have any questions,
please email me at kathleen.swift@ruckuswireless.com. Welcome! 
 Regards, 

/s/ Kathleen Swift 
 By: Kathleen Swift 

Title: Vice President, Human Resources 
 I have read and accept
this employment offer: 
  

					
	 /s/ D. A. Rabinovitsj
	 		 	August 21, 2014
	Signature	 		 	Date

 Attachment 
 Exhibit A:
Proprietary Information and Inventions Agreement 
 Exhibit B: Ruckus Severance Benefit Plan