exv10w9



 






Exhibit 10.9




			
	ArcSight, Inc. (the
“Company”)
	 	Subscription
Agreement
	2007 Employee Stock Purchase Plan
(“ESPP”)
	 	(Enrollment/Change
Form)






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Section 1:	 	 	Check Desired
Action:	 	and Complete
Sections:	 
	 	Actions	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	o Enroll in the ESPP	 	2 + 3 + 4 + 6	 
	 	 	 	 	o Change Contribution Percentage	 	2 + 4 + 6	 
	 	 	 	 	o Discontinue Contributions	 	2 + 5 + 6	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Section 2:

Personal Data

	 	 	Name:
                                                                             
	 	 	 	Department:	 	 	 
	 	 

	 	 	Home Address:
                                                                             
	 	 	 	                          	 	 	 
	 	 

	 	 	                                                                             	 	 	 	 	 	 	 
	 	 

	 	 	Social Security No.: ooo-oo-oooo	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Section 3:
Enroll	 	 	I hereby elect to participate in the ESPP, effective at the
beginning of the next Offering Period (or with the first Offering
Period). I elect to purchase shares of the Common Stock of the
Company pursuant to the ESPP. I understand that the stock
certificate(s) for the shares purchased on my behalf will be issued
in street name and deposited directly into my brokerage account. I
hereby agree to take all steps, and sign all forms, required to
establish an account with
                    
for this purpose.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	My participation will continue as long as I remain eligible,
unless
I withdraw from the ESPP by filing a new Enrollment/Change Form
with the Company. I understand that I must notify the Company of
any disposition of shares purchased under the ESPP.	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Section 4:

Elect

Contribution

Percentage	 	 	I hereby authorize the Company to withhold from each of my
paychecks such amount as is necessary to equal at the end of the
applicable Offering Period      % of my compensation (as defined in
the ESPP) paid during such Offering Period as long as I continue to
participate in the ESPP. That amount will be applied to the
purchase of shares of the Company’s Common Stock pursuant to the
ESPP. The percentage must be a whole number (from 1%, up to a
maximum of 15%).	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Please o – increase
o – decrease my contribution percentage.	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Note:  You may change your contribution percentage only
once within
an Offering Period to be effective during such Offering Period and
such change can only be to decrease your contribution percentage.
An increase in your contribution percentage can only take effect
with the next Offering Period. Each change will become effective
as soon as reasonably practicable after the form is received by the
Company.
	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Section 5:

Discontinue

Contributions	 	 	o I hereby elect to stop my
contributions under the ESPP, effective
as soon as reasonably practicable after this form is received by
the Company. Please o - refund all contributions to me in cash,
without interest OR o - use my contributions to purchase shares on
the next Purchase Date. I understand that I cannot resume
participation until the start of the next Offering Period and must
timely file a new enrollment form to do so.
	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Section 6:

Acknowledgment

and Signature	 	 	I acknowledge that I have received a copy of the ESPP and of
the
Prospectus (which summarizes the major features of the ESPP). I
have read the Prospectus and my signature below (or my clicking on
the Accept box if this is an electronic form) indicates that I
hereby agree to be bound by the terms of the ESPP.	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	Signature:
                                                            
       Date: