UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended July 31, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from                     to

Commission file number: 001-33347





Aruba Networks, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 02-0579097                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1344 Crossman Ave.

Sunnyvale, California 94089-1113

(408) 227-4500

(Address, including zip code, and telephone number,

including area code, of registrants principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:



|                                          |  |                                                          
|----------------------------------------- |  | ---------------------------------------------------------
|Title of Each Class                       |  | Name of Exchange on Which Registered                     
|Common Stock, par value $0.0001 per share |  | The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Securities registered pursuant to 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.     Yes   ̈     No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.     Yes  x     No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).     Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|                          |  |                                               |  |                                      
|------------------------- |  | --------------------------------------------- |  | -------------------------------------
|Large accelerated filer x |  |                                               |  | Accelerated filer                  
 ̈
|                          |  |                                              
|Non-accelerated filer    ̈ |  | (Do not check if a smaller reporting company) |  | Smaller reporting company  ̈          

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act.)     Yes   ̈     No  x

As of January 31, 2011, the last business day of the registrants most recently completed second fiscal quarter, the aggregate
market value of the registrants common stock held by non-affiliates was approximately $2,063,670,475, based on the closing price of such stock reported for such date on the NASDAQ Global Select Market. This calculation does not reflect a
determination that persons are affiliates for any other purposes.

The number of outstanding shares of the registrants
common stock was 105,678,491 as of September 14, 2011.





DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the registrants Proxy Statement for the 2011 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission within 120 days after the end of the registrants fiscal year ended July 31, 2011 are incorporated by reference into Part III of this Annual Report on Form 10-K.









---

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the fiscal year ended July 31, 2011 (the Form 10-K) with the Securities and
Exchange Commission (the SEC) on September 27, 2011. We are filing this Amendment No. 1 to the Form 10-K (this Form 10-K/A) in response to communications with the SEC in connection with a request for confidential
treatment under Rule 24b-2 promulgated under the Securities and Exchange Act of 1934, as amended (the Exchange Act), with respect to Exhibit 10.47 originally filed with the Form 10-K. The sole purpose of this Form 10-K/A is to file a
revised redacted version of Exhibit 10.47, which supersedes in its entirety the Exhibit 10.47 as originally filed with the Form 10-K. Certain portions of the information that were omitted from Exhibit 10.47 as filed with the Form 10-K have now been
included as part of the revised Exhibit 10.47. To accomplish the foregoing, this Form 10-K/A hereby amends and restates in its entirety Item 15 of Part IV of the Form 10-K.

Pursuant to Rule 12b-15 under the Exchange Act, this Form 10-K/A also contains new certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has also been amended and restated in its entirety to include the currently dated certifications as exhibits. Because no financial statements have been included in this Form 10-K/A and
this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Form 10-K, including, without limitation, the financial statements. This Form 10-K/A does not
reflect events occurring after the filing of the Form 10-K or modify or update the disclosures in the Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Form 10-K and our other filings with the SEC.



1



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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)
Financial Statements: See Index to Consolidated Financial Statements in Item 8 of this report

(2) Financial Schedules: Schedule II Valuation and Qualifying Accounts appeared on page 91 of the Form 10-K
and should be read in conjunction with the Consolidated Financial Statements included in this report.

Schedules not listed
above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

(b) Exhibits. The exhibits listed on the Exhibit Index on page 4 of this Form 10-K/A are included, or incorporated by reference, in this report.



2



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 8thday of February 2012.



ARUBA NETWORKS, INC./s/ Dominic P. OrrDominic P. OrrPresident and Chief Executive Officer




3



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  |  |          |            |  |         |  |       |             |  |  |            | 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- |  | -------- | ---------- |  | ------- |  | ----- | ----------- |  |  | ---------- | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  | Incorporated by Reference
Herein | 
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                           |  | Form                             |  | File No. |            |  | Exhibit |  |       | Filing Date | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|2.1           |  | Arrangement Agreement dated May 7, 2010 by and among Registrant, Azalea Networks, Felix Zhao, Frank Wang, Fang Wu, Hans Tai and Samuel Chen, as Principal Shareholders, and with
respect to Articles VII, VIII and IX only, Hans Tai as Shareholder Representative and U.S. Bank National Association as Escrow Agent |  | 8-K                              |  |          | 001-33347  |  |         |  | 2.1   |             |  |  | 5/10/2010  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|2.2           |  | Scheme of Arrangement between Azalea Networks, Registrant, the Scheme Shareholders (as defined therein) and the Bridge Noteholders (as defined therein)                                                                                                                                                               |  | 8-K                              |  |          | 001-33347  |  |         |  | 2.2   |             |  |  | 9/3/2010   | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|3.1           |  | Restated Certificate of Incorporation of Registrant                                                                                                                                                                                                                                                                   |  | 8-K                              |  |          | 001-33347  |  |         |  | 3.1   |             |  |  | 4/5/2007   | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|3.2           |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                                                                                                                             |  | 8-K                              |  |          | 001-33347  |  |         |  | 3.1   |             |  |  | 2/17/2009  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|4.1           |  | Specimen common stock certificate                                                                                                                                                                                                                                                                                     |  | S-1                              |  |          | 333-139419 |  |         |  | 4.1   |             |  |  | 3/7/2007   | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.1          |  | Form of Indemnification Agreement between Registrant and its directors and executive officers                                                                                                                                                                                                                         |  | 8-K                              |  |          | 001-33347  |  |         |  | 10.1  |             |  |  | 5/20/2011  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.2         |  | AirWave Wireless, Inc. 2000 Stock Plan                                                                                                                                                                                                                                                                                |  | S-8                              |  |          | 333-149945 |  |         |  | 99.1  |             |  |  | 3/28/2008  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.3         |  | 2002 Stock Plan of Registrant, as amended                                                                                                                                                                                                                                                                             |  | S-1                              |  |          | 333-139419 |  |         |  | 10.2A |             |  |  | 1/24/2007  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.4         |  | Forms of Stock Option Agreements under the 2002 Stock Plan                                                                                                                                                                                                                                                            |  | S-1                              |  |          | 333-139419 |  |         |  | 10.2B |             |  |  | 12/15/2006 | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.5         |  | 2007 Equity Incentive Plan of Registrant, as amended                                                                                                                                                                                                                                                                  |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.5  |             |  |  | 9/27/2011  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.6         |  | Forms of Stock Option Agreements under the 2007 Equity Incentive Plan                                                                                                                                                                                                                                                 |  | S-1                              |  |          | 333-139419 |  |         |  | 10.3B |             |  |  | 1/24/2007  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.7         |  | Form of Stock Option Agreement for Participants Outside the U.S. under the 2007 Equity Incentive Plan                                                                                                                                                                                                                 |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.7  |             |  |  | 9/24/2010  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.8         |  | Form of Restricted Stock Unit Agreement under the 2007 Equity Incentive Plan                                                                                                                                                                                                                                          |  | 10-Q                             |  |          | 001-33347  |  |         |  | 10.2  |             |  |  | 12/10/2008 | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.9         |  | Form of Restricted Stock Unit Agreement for Recipients Outside the U.S. under the 2007 Equity Incentive Plan                                                                                                                                                                                                          |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.9  |             |  |  | 9/24/2010  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.10        |  | Employee Stock Purchase Plan, as amended                                                                                                                                                                                                                                                                              |  | 10-Q                             |  |          | 001-33347  |  |         |  | 10.4  |             |  |  | 3/3/2010   | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.11        |  | Form of Subscription Agreement under the Employee Stock Purchase Plan                                                                                                                                                                                                                                                 |  | S-1                              |  |          | 333-139419 |  |         |  | 10.4B |             |  |  | 1/24/2007  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.12        |  | Executive Officer Bonus Plan, as amended                                                                                                                                                                                                                                                                              |  | 8-K                              |  |          | 001-33347  |  |         |  | 10.1  |             |  |  | 12/23/2010 | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.13        |  | Outside Director Compensation Policy                                                                                                                                                                                                                                                                                  |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.13 |             |  |  | 9/27/2011  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.14        |  | Change of Control Severance Policy for Officers and Directors                                                                                                                                                                                                                                                         |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.14 |             |  |  | 9/27/2011  | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.15        |  | Executive Employment Agreement, dated April 4, 2006, between Registrant and Dominic Orr                                                                                                                                                                                                                               |  | S-1                              |  |          | 333-139419 |  |         |  | 10.5  |             |  |  | 12/15/2006 | 
|              |  |                                                                                                                                                                                                                                                                                                                       |  |                                  | 
|10.16        |  | Amendment to Executive Employment Agreement, dated December 2008, between Registrant and Dominic Orr                                                                                                                                                                                                                  |  | 10-K                             |  |          | 001-33347  |  |         |  | 10.7  |             |  |  | 10/6/2009  | 



4



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|        |  |                                                                                                                                                                                                    |  |                                  |      |  |          |  |            |         |  |  |             |  |  |  |            | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ---- |  | -------- |  | ---------- | ------- |  |  | ----------- |  |  |  | ---------- | 
|Exhibit |  |                                                                                                                                                                                                    |  | Incorporated by Reference Herein |     
|Number  |  | Description                                                                                                                                                                                        |  | Form                             |      |  | File No. |  |            | Exhibit |  |  | Filing Date | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.17  |  | Employment offer letter, dated April 12, 2002, between Registrant and Keerti Melkote                                                                                                               |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.6        |  |  |  | 12/15/2006 | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.18  |  | Employment offer letter, dated July 14, 2005, between Registrant and Steffan C. Tomlinson                                                                                                          |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.8        |  |  |  | 12/15/2006 | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.19  |  | Amendment to Offer Letter, dated December 2008, between Registrant and Steffan C. Tomlinson                                                                                                        |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.12       |  |  |  | 10/6/2009  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.20  |  | Employment offer letter, dated July 16, 2009, between Registrant and Hitesh Sheth                                                                                                                  |  |                                  | 8-K  |  |          |  | 001-33347  |         |  |  | 10.1        |  |  |  | 8/17/2009  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.21  |  | Offer Letter, dated September 22, 2011, between Registrant and Michael Galvin                                                                                                                      |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.21       |  |  |  | 9/27/2011  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.22  |  | Consulting Agreement, dated August 1, 2010, between Registrant and Bernard Guidon                                                                                                                  |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.2        |  |  |  | 12/10/2010 | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.23  |  | Description of amendments to change of control arrangements with certain executive officers                                                                                                        |  |                                  | 8-K  |  |          |  | 001-33347  |         |  |  | Item 5.02   |  |  |  | 3/9/2010   | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.24   |  | Standard Office Lease, dated as of November 30, 2007, for 1344 Crossman Ave., Sunnyvale, California                                                                                                |  |                                  | 8-K  |  |          |  | 001-33347  |         |  |  | 10.1        |  |  |  | 12/6/2007  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.25   |  | First Amendment to Lease, dated as of August 12, 2009, for 1344 Crossman Ave., Sunnyvale, California                                                                                               |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.15       |  |  |  | 10/6/2009  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.26   |  | Lease Agreement dated as of September 22, 2009, for 1322 Crossman Ave., Sunnyvale, California                                                                                                      |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.17       |  |  |  | 10/6/2009  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.27   |  | Flextronics Manufacturing Services Agreement, dated January 1, 2005, between Registrant and Flextronics Sales & Marketing North Asia (L) Ltd. (the
Flextronics Manufacturing Services Agreement) |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.15       |  |  |  | 1/24/2007  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.28   |  | Amendment 1 to the Flextronics Manufacturing Services Agreement, dated as of May 5, 2007, between Registrant and Flextronics Sales & Marketing
North Asia (L) Ltd.                                 |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.28       |  |  |  | 9/27/2011  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.29   |  | Amendment 2 to the Flextronics Manufacturing Services Agreement, dated as of April 22, 2010, between Registrant and Flextronics Sales & Marketing
North Asia (L) Ltd.                              |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.29       |  |  |  | 9/27/2011  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.30   |  | Technology License Agreement, dated October 20, 2005, between Registrant and Atheros Communications, Inc.                                                                                          |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.16       |  |  |  | 3/20/2007  | 
|        |  |                                                                                                                                                                                                    |  |                                  |     
|10.31   |  | Amendment No. 1 to Technology License Agreement, dated as of March 4, 2011, between Registrant and Atheros Communications, Inc.                                                                    |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.31       |  |  |  | 9/27/2011  | 



5



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|        |  |                                                                                                                                                         |  |                                  |      |  |          |  |            |         |  |  |             |  |  |  |           | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ---- |  | -------- |  | ---------- | ------- |  |  | ----------- |  |  |  | --------- | 
|Exhibit |  |                                                                                                                                                         |  | Incorporated by Reference Herein |     
|Number  |  | Description                                                                                                                                             |  | Form                             |      |  | File No. |  |            | Exhibit |  |  | Filing Date | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.32   |  | Software License Agreement, dated as of January 11, 2006, between Registrant and Broadcom Corporation                                                   |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.17       |  |  |  | 1/24/2007 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.33  |  | OEM Supply Agreement, dated March 18, 2005, between Registrant and Alcatel Internetworking, Inc.                                                        |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.18       |  |  |  | 3/26/2007 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.34  |  | Amendment #1 to OEM Supply Agreement, dated August 31, 2006, between Registrant and Alcatel Internetworking, Inc.                                       |  |                                  | S-1  |  |          |  | 333-139419 |         |  |  | 10.19       |  |  |  | 3/26/2007 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.35  |  | Amendment #2 to OEM Supply Agreement, dated February 22, 2007, between Registrant and Alcatel USA Sourcing, Inc. (fka Alcatel Internetworking, Inc.)    |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.2        |  |  |  | 12/4/2009 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.36  |  | Amendment #4 to OEM Supply Agreement, dated as of December 31, 2010, between Registrant and Alcatel-Lucent USA Inc. (fka Alcatel Internetworking, Inc.) |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.8        |  |  |  | 3/11/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.37   |  | Master Purchase Agreement, dated as of January 16, 2006, between Registrant and Raza Microelectronics, Inc.                                             |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.3        |  |  |  | 3/12/2009 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.38   |  | First Amendment to Master Purchase Agreement, dated as of February 26, 2007, between Registrant and Raza Microelectronics, Inc.                         |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.4        |  |  |  | 3/12/2009 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.39  |  | Distribution Agreement, dated as of June 4, 2007, between Registrant and ScanSource, Inc. (the ScanSource Distribution Agreement)                     |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.2        |  |  |  | 3/11/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.40  |  | Amendment 1 to the ScanSource Distribution Agreement, dated as of March 17, 2008, between Registrant and ScanSource, Inc.                               |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.40       |  |  |  | 9/27/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.41  |  | Amendment 2 to the ScanSource Distribution Agreement, dated as of May 27, 2009, between Registrant and ScanSource, Inc.                                 |  |                                  | 10-K |  |          |  | 001-33347  |         |  |  | 10.41       |  |  |  | 9/27/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.42  |  | Distributor Agreement, dated as of June 15, 2007, between Registrant and Avnet Logistics U.S., LP (the Avnet Distributor Agreement)                   |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.3        |  |  |  | 3/11/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.43  |  | Amendment 1 to the Avnet Distributor Agreement, dated as of February 19, 2009, between Registrant and Avnet Logistics U.S., LP                          |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.4        |  |  |  | 3/11/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.44  |  | Amendment 2 to the Avnet Distributor Agreement, dated as of June 15, 2009, between Registrant and Avnet Logistics U.S., LP                              |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.5        |  |  |  | 3/11/2011 | 
|        |  |                                                                                                                                                         |  |                                  |     
|10.45   |  | Amendment 3 to the Avnet Distributor Agreement, effective as of November 30, 2009, between Registrant and Avnet, Inc.                                   |  |                                  | 10-Q |  |          |  | 001-33347  |         |  |  | 10.6        |  |  |  | 3/11/2011 | 



6



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|               |  |                                                                                                                                                                        |  |                                  |      |  |          |  |           |         |  |  |             |  |  |  |           | 
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ---- |  | -------- |  | --------- | ------- |  |  | ----------- |  |  |  | --------- | 
|               |  |                                                                                                                                                                        |  | Incorporated by Reference Herein |     
|Exhibit Number |  | Description                                                                                                                                                            |  | Form                             |      |  | File No. |  |           | Exhibit |  |  | Filing Date | 
|10.46         |  | Manufacturing Agreement, dated as of November 1, 2008, between Registrant and SerComm Corporation                                                                      |  |                                  | 10-Q |  |          |  | 001-33347 |         |  |  | 10.7        |  |  |  | 3/11/2011 | 
|10.47*        |  | Volume Purchase Agreement, effective as of February 28, 2011, between Registrant and Atheros Technology Ltd.                                                           |  |                                  |      |  |          |  |           |         |  |  |             |  |  |  |           | 
|10.48          |  | Patent Cross License and Settlement Agreement dated November 4, 2009                                                                                                   |  |                                  | 8-K  |  |          |  | 001-33347 |         |  |  | 10.1        |  |  |  | 11/6/2009 | 
|10.49          |  | Letter Agreement dated November 4, 2009                                                                                                                                |  |                                  | 8-K  |  |          |  | 001-33347 |         |  |  | 10.2        |  |  |  | 11/6/2009 | 
|21.1           |  | List of subsidiaries of Registrant                                                                                                                                     |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 21.1        |  |  |  | 9/27/2011 | 
|23.1           |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm                                                                                   |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 23.1        |  |  |  | 9/27/2011 | 
|24.1           |  | Power of Attorney (included on the signature page of the Form 10-K)                                                                                                    |  |                                  |      |  |          |  |           |         |  |  |             |  |  |  |           | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act          |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 31.1        |  |  |  | 9/27/2011 | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act          |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 31.2        |  |  |  | 9/27/2011 | 
|31.3*          |  | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act          |  |                                  |      |  |          |  |           |         |  |  |             |  |  |  |           | 
|31.4*          |  | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act          |  |                                  |      |  |          |  |           |         |  |  |             |  |  |  |           | 
|32.1**         |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 32.1        |  |  |  | 9/27/2011 | 
|101.INS+       |  | XBRL Instance Document                                                                                                                                                 |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.INS     |  |  |  | 9/27/2011 | 
|               |  |                                                                                                                                                                        |  |                                  |     
|101.SCH+       |  | XBRL Taxonomy Extension Schema Document                                                                                                                                |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.SCH     |  |  |  | 9/27/2011 | 
|101.CAL+       |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                  |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.CAL     |  |  |  | 9/27/2011 | 
|101.DEF+       |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                   |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.DEF     |  |  |  | 9/27/2011 | 
|101.LAB+       |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                        |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.LAB     |  |  |  | 9/27/2011 | 
|101.PRE+       |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                 |  |                                  | 10-K |  |          |  | 001-33347 |         |  |  | 101.PRE     |  |  |  | 9/27/2011 | 



|* | Filed herewith.
|- | ---------------

|** | Furnished with the Form 10-K.
|-- | -----------------------------



7



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| | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------



| | Indicates management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------



|+ | Furnished with the Form 10-K. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8