Exhibit 10.2






Exhibit
10.2


ARUBA NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

(For Participants Outside the U.S.)




Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the
“Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award
Agreement”).



I. NOTICE OF STOCK OPTION GRANT





Name (the “Participant”):



You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:



	 	 	 
	Total Number of Shares Granted:

	 	Date of Grant:
	Vesting Commencement Date:

	 	Grant Number:
	Exercise Price per Share:

	 	Type of Option: Nonstatutory Stock Option
	Total Exercise Price:

	 	Term/Expiration Date*:








	 	 	 
	*	 	This option may terminate earlier than the Term/Expiration Date, as set forth in Part II of
this Award Agreement.





Vesting Schedule:



Except as set forth in the Plan or below, this Option may be exercised, in whole or in part,
in accordance with the following schedule:




This Option will vest and may be exercised with respect to the first 25% of the Shares
subject to this Option when the Participant completes 12 months of continuous service as a
Service Provider after the Vesting Commencement Date. This Option will vest and may be
exercised with respect to an additional 2.0833% of the Shares subject to this Option when
the Participant completes each month of continuous service as a Service Provider thereafter.



By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement (including Exhibits A and B hereto). Participant
has reviewed the Plan and this Award Agreement in their entirety, including Part II (including
Exhibits A and B), has had an opportunity to obtain the advice of counsel prior to executing this
Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement. Participant further
agrees to notify the Company upon any change in the residence address indicated below.



	 	 	 	 	 
	PARTICIPANT:

	 	ARUBA NETWORKS, INC.	 	 
	 
	 	 	 	 
	 


	 	 

	 	 







 


 









 







II. AGREEMENT





A. Grant of Option.



The Administrator hereby grants to individual named in the Notice of Stock Option Grant (the
“Notice of Grant”) attached as Part I of this Award Agreement (the “Participant”) an option (the
“Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to Section 20(c) of the
Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan will prevail.




B. Exercise of Option.



1. Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Award Agreement.



2. Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit B (the “Exercise Notice”) or in such other form and manner as
determined by the Administrator, which will state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such
other representations and agreements as may be required by the Company pursuant to the provisions
of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The
Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares together with any Tax-Related Items (as defined in Section F). This Option will be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price or irrevocable instructions to complete a cashless exercise if
permitted by the Company.



No Shares will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws.




C. Method of Payment.



Payment of the aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant:




1. cash;




2. check; or



3. consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan.




D. Non-Transferability of Option.



This Option may not be transferred in any manner otherwise than by will or by the applicable
law and may be exercised during the lifetime of Participant only by Participant.


 


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E. Term of Option.



1. Option Expiration. This Option may be exercised only within the term set out in the
Notice of Grant and this Section E, and may be exercised during such term only in accordance with
the Plan and the terms of this Award Agreement.



2. Post-Termination Period. This Option, to the extent vested, shall be exercisable
for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable, to the
extent vested, for one (1) year after Participant ceases to be a Service Provider. Participant
will be deemed to cease to be a Service Provider as of the last date of his or her active
employment or service, which date shall not be extended by any notice of termination or similar
period. Notwithstanding the foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided in the Notice of Grant and may be subject to earlier termination
as provided in Section 15(c) of the Plan.




F. Tax Obligations/Withholding Authorization.



Regardless of any action the Company or Participant’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on account or other
tax-related items related to Participant’s participation in the Plan and legally applicable to
Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all
Tax-Related Items is and remains his or her responsibility and may exceed the amount actually
withheld by the Company. Participant further acknowledges that the Company and/or the Employer (1)
make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option grant, including, but not limited to, the grant, vesting
or exercise of the Option, the issuance of Shares pursuant to the exercise of the Option, and the
subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and
(2) do not commit to and are under no obligation to structure the terms of the grant or any aspect
of the Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any
particular tax result. Further, if Participant has become subject to tax in more than one
jurisdiction between the date of grant and the date of any relevant taxable event, Participant
acknowledges that the Company may be required to withhold or account for Tax-Related Items in more
than one jurisdiction.



Prior to any relevant taxable or tax withholding event, as applicable, Participant will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or
their respective agents, to withhold all applicable Tax-Related Items by means of one or a
combination of the following: (1) withholding from Participant’s wages or other cash compensation
paid to Participant by the Company; (2) withholding from proceeds of the sale of Shares acquired
upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by
the Company (on Participant’s behalf pursuant to this authorization); or (3) withholding in Shares
to be issued upon exercise of the Option.



To avoid negative accounting treatment or for any other reason, as determined by the Company
in its sole discretion, the Company may withhold or account for Tax-Related Items by considering
applicable minimum statutory withholding amounts or other applicable withholding
rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax
purposes, Participant is deemed to have been issued the full number of Shares subject to the
Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying
the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.


 


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Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a result of
Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be
satisfied by the means previously described. The Company may refuse to honor the exercise and
refuse to deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply
with Participant’s obligations in connection with the Tax-Related Items.




G. Nature of Grant.



In accepting the grant, Participant acknowledges that: (1) the Plan is established voluntarily
by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Award
Agreement; (2) the grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in lieu of options,
even if options have been granted repeatedly in the past; (3) all decisions with respect to future
option grants, if any, will be at the sole discretion of the Company; (4) Participant is
voluntarily participating in the Plan; (5) the Option and Shares subject to the Option are an
extraordinary items that do not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and which is outside the scope of Participant’s employment
contract, if any; (6) the Option and the Shares subject to the Option are not intended to replace
any pension rights or compensation; (7) the Option and the Shares subject to the Option are not
part of normal or expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments
and in no event should be considered as compensation for, or relating in any way to, past services
for the Company or the Employer or any Subsidiary or affiliate of the Company; (8) the Option grant
and Participant’s participation in the Plan will not be interpreted to form an employment contract
or relationship with the Company, the Employer or any Subsidiary or affiliate of the Company; (9)
the future value of the underlying Shares is unknown and cannot be predicted with certainty; (10)
if the underlying Shares do not increase in value, the Option will have no value; (11) if
Participant exercises his or her Option and obtain Shares, the value of those Shares acquired upon
exercise may increase or decrease in value, even below the Exercise Price; (12) in consideration of
the grant of the Option, no claim or entitlement to compensation or damages shall arise from
forfeiture of the Option resulting from termination of Participant’s employment by the Company or
the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and
Participant irrevocably releases the Company, the Employer and any Subsidiary and affiliate of the
Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, Participant shall be deemed irrevocably
to have waived his or her entitlement to pursue such claim; (13) in the event of termination of
Participant’s employment (whether or not in breach of local labor laws), Participant’s right to
receive an Option and vest in the Option under the Plan, if any, will terminate effective as of the
date that Participant is no longer actively employed and will not be extended by any notice period
mandated under local law (e.g., active employment would not include a period of “garden leave” or
similar period
pursuant to local law); furthermore, in the event of termination of employment (whether or not
in breach of local labor laws), Participant’s right to exercise the Option after termination of
employment as set forth in Section E.2. above, will be measured by the date of termination of
Participant’s active employment and will not be extended by any notice period mandated under local
law; the Board/Committee shall have the exclusive discretion to determine when Participant is no
longer actively employed for purposes of Participant’s Option grant; and (14) the Option and the
benefits under the Plan, if any, will not automatically transfer to another company in the case of
a merger, take-over or transfer of liability.


 


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H. No Advice Regarding Grant.



The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or
sale of the underlying Shares. Participant is hereby advised to consult with his or her own
personal tax, legal and financial advisors regarding participation in the Plan before taking any
action related to the Plan.




I. Entire Agreement; Governing Law.



The Plan is incorporated herein by reference. The Plan and this Award Agreement 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 Participant’s interest except by
means of a writing signed by the Company and Participant. The Option and this Award Agreement are
governed by, and subject to, the internal substantive laws, but not the choice of law rules, of
California. For purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this grant or the Award Agreement, the parties hereby
submit to and consent to the exclusive jurisdiction of the State of California and agree that such
litigation shall be conducted only in the courts of Santa Clara, California, or the federal courts
for the United States for the Northern District of California, and no other courts, where this
grant is made and/or to be performed.




J. NO GUARANTEE OF CONTINUED SERVICE.



PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT
THE WILL OF THE EMPLOYER AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE
AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH
PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN
EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, WITH OR WITHOUT CAUSE TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW.


 


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K. 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, federal or foreign
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, federal or foreign law
or securities exchange and to obtain any such consent or approval of any such governmental
authority.




L. Data Privacy.



Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of Participant’s personal data as described in this Award Agreement
and any other Option grant materials by and among, as applicable, the Employer, and the Company and
its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and
managing Participant’s participation in the Plan. Participant understands that the Company and the
Employer may hold certain personal information about Participant, including, but not limited to,
Participant’s name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all options or any other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive
purpose of implementing, administering and managing the Plan (“Data”). Participant understands that
Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in Participant’s country or elsewhere,
and that the recipients’ country (e.g., the United States) may have different data privacy laws and
protections than Participant’s country. Participant understands that she or he may request a list
with the names and addresses of any potential recipients of the Data by contacting the Company’s
Human Resources department. Participant authorizes the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing Participant’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom Participant may
elect to deposit any shares of stock acquired upon exercise of the Option. Participant understands
that Data will be held only as long as is necessary to implement, administer and manage
Participant’s participation in the Plan. Participant understands that he or she may, at any time,
view Data, request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost,
by contacting in writing the Company’s Human Resources department. Participant understands,
however, that refusing or withdrawing Participant’s consent may affect his or her ability to
participate in the Plan. For more information on the consequences of Participant’s refusal to
consent or withdrawal of consent, Participant understands that Participant may contact the
Company’s Human Resources department.


 


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M. Language.



If Participant has received this Award Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is
different from the English version, the English version will control.




N. Electronic Delivery.



The Company may, in its sole discretion, decide to deliver any documents related to current
and future participation in the Plan by electronic means. Participant hereby consents to receive
such documents by electronic delivery and agrees to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third party designated by
the Company.




O. Severability.



The provisions of this Award Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.




P. Exhibit A.



Notwithstanding any provisions in this Award Agreement, the Option grant shall be subject to
any special terms and conditions set forth in the Exhibit A to this Award Agreement for
Participant’s country. Moreover, if Participant relocates to one of the countries included in the
Exhibit A, the special terms and conditions for such country will apply to Participant, to the
extent the Company determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan. The
Exhibit A constitutes part of this Award Agreement.




Q. Imposition of Other Requirements.



The Company reserves the right to impose other requirements on Participant’s participation in
the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and to require Participant to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.



[Remainder of Page Intentionally Left Blank]





 


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EXHIBIT A

ARUBA NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN




Special Provisions for Options Granted to Participants Outside the U.S.




This Exhibit A includes additional terms and conditions that govern the Option granted to
Participant under the Plan if he or she resides in one of the countries listed below. This Exhibit
A is part of the Award Agreement. Unless otherwise provided below, capitalized terms used but not
defined herein shall have the same meanings assigned to them in the Plan and/or the Award
Agreement.



This Exhibit A also includes information regarding exchange controls and certain other tax or legal
issues of which Participant should be aware with respect to his or her participation in the Plan.
The information is based on the securities, exchange control and other laws in effect in the
respective countries as of January 2009. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that Participant not rely on the information in this
Exhibit A as the only source of information relating to the consequences of his or her
participation in the Plan because the information may be out of date at the time that he or she
exercises the Option or sells Shares acquired pursuant to the exercise of the Option.



In addition, the information contained herein is general in nature and may not apply to
Participant’s particular situation, and the Company is not in a position to assure Participant of a
particular result. Accordingly, Participant is advised to seek appropriate professional advice as
to how the relevant laws in his or her country may apply to his or her situation.



Finally, if Participant is a citizen or resident of a country other than the one in which he or she
is currently residing, the information contained herein may not be applicable to him or her.



Australia




Securities Law Notification






If Participant acquires Shares pursuant to the exercise of the Option and he or she offers such
Shares for sale to a person or entity resident in Australia, such offer may be subject to
disclosure requirements under Australian law. Participant should obtain legal advice on his or her
disclosure obligations prior to making any such offer.



Exchange Control Information





Exchange control reporting is required for cash transactions exceeding A$10,000 and international
fund transfers. The bank involved with the transfer of funds will report the transaction.
Therefore, if Participant withdraws A$10,000 or more in cash from Particicpant’s bank account or
instructs Participant’s bank to make an international funds transfer to pay the exercise price,
Participant’s bank will make the financial transaction report to the Australian Transaction Reports
and Analysis Centre.


 


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Brazil




Compliance with Law




By accepting the Option, Participant agrees to comply with all applicable Brazilian law and report
and pay any and all applicable taxes associated with the exercise of the Option, the sale of any
Shares acquired under the Plan and the receipt of any dividends.



Exchange Control Information




Participants resident or domiciled in Brazil will be required to submit annually a declaration of
assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of
such assets and rights is equal to or greater than US$100,000. Assets and rights that must be
reported include Shares acquired under the Plan.



Canada




Involuntary Termination Terms for the Option




The following section replaces Section G.13 of the Award Agreement:



In the event of involuntary termination of Participant’s employment (whether or not in breach of
local labor laws), Participant’s right to vest in this Option (and the triggering of the
post-termination exercise period), if any, will terminate (or be triggered) effective as of the
date that is the earlier of: (1) the date Participant receives notice of termination of employment
from the Employer, or (2) the date Participant is no longer actively employed by the Employer
regardless of any notice period or period of pay in lieu of such notice required under local law
(including, but not limited to, statutory law, regulatory law and/or common law); the Plan
administrator shall have the exclusive discretion to determine when Participant is no longer
actively employed for purposes of this Option.



Consent to Receive Information in English for Participants Who are Residents of Quebec




The parties acknowledge that it is their express wish that the Award Agreement, as well as all
documents, notices and legal proceeds entered into, given or instituted pursuant hereto or relating
directly or indirectly hereto, be drawn up in English.



Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de
tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou
indirectement, relativement à ou suite à la présente convention.



Data Privacy Notice and Consent 




The following section supplements Section L of the Award Agreement:



Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain
all relevant information from all personnel, professional or non-professional, involved in the
administration of the Plan. Participant further authorizes the Employer, the Company, and its
Subsidiaries and affiliates to disclose and discuss such information with their advisors.
Participant also authorizes the Employer, Company and its Subsidiaries and affiliates to record
such information and to keep such information in the Participant’s employee file.


 


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China




Method of Payment




Notwithstanding Section E of the Award Agreement, due to stringent exchange controls and securities
restrictions in China, when Participant exercises the Option, Participant must use a “cashless
sell-all” exercise pursuant to which he or she delivers irrevocable instructions to the broker to
sell all Shares Participant is entitled to at exercise and remit the proceeds from sale less any
Tax-Related Items and brokerage fees to Participant in cash. The Company reserves the right to
provide Participant with additional methods of paying the Exercise Price depending upon the
development of local laws.



Participant understands that the Employer is not a party to the Plan, and thus, it is not required
to make any payments to Participant or on Participant’s behalf under the Plan.



Exchange Control Information for Participants who are Residents of the People’s Republic of
China




Participant understands and agrees that, due to exchange control laws in China, Participant may be
required to immediately repatriate the proceeds from the cashless exercise to China. Participant
further understands that such repatriation of the proceeds may need to be effected through a
special exchange control account established by the Employer, the Company or any of its
Subsidiaries or affiliates in China and Participant hereby consents and agrees that the proceeds
from the cashless exercise may be transferred to such special account prior to being delivered to
Participant’s personal account.



Germany




Exchange Control Information




Cross-border payments in excess of €12,500 must be reported monthly. If Participant uses a
German bank to effect a cross-border payment in excess of €12,500 in connection with the
purchase or sale of Shares or the payment of dividends related to certain securities, the bank will
assist with the report. In addition, Participant must report any receivables or payables or debts
in foreign currency exceeding an amount of approximately €5,000,000 on a monthly basis.
Finally, in the unlikely event that Participant holds Shares representing 10% or more of the total
or voting capital of the Company, Participant must report such holding annually.



Hong Kong




Securities Law Information




The grant of the Option and the Shares issued pursuant to exercise do not constitute a public offer
of securities under Hong Kong law and are available only to employees of the Company or its
Subsidiaries or affiliates participating in the Plan.



Please note that the Notice of Grant, Award Agreement, this Exhibit A, the Plan and any other
Option grant documents have not been reviewed by any regulatory authority in Hong Kong.
Participant is cautioned to review the documents related to the Option carefully as it may not
include the same information as an offer made by a Hong Kong issuer. If Participant is in any
doubt about the contents of the Notice of Grant, the Award Agreement, this Exhibit A, the Plan and
any other Option grant documents, Participant should obtain independent legal advice.


 


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India




Method of Payment




Notwithstanding Section E of the Award Agreement, due to exchange control laws that are currently
in effect in India, Participant will not be permitted to engage in a “sell to cover” exercise
pursuant to which Participant delivers irrevocable instructions to the broker to sell a sufficient
number of Shares to cover the Exercise Price, Tax-Related Items and brokers’ fees, if any, and
receives only the remaining Shares subject to the exercised Option. The Company reserves the right
to provide Participant with additional methods of paying the aggregate Exercise Price depending
upon the development of local laws.



Fringe Benefit Tax




In accepting the grant of the Option and participating in the Plan, Participant consents and agrees
to assume any and all liability for fringe benefit tax that may be payable by the Company and/or
the Employer in connection with the Option. Participant further understands that the grant of the
Option and participation in the Plan is contingent upon Participant’s agreement to assume liability
for fringe benefit tax payable on the Option.



Further, in accepting the grant of the Option and participating in the Plan, Participant agrees
that the Company and/or the Employer may collect the fringe benefit tax from Participant by any of
the means set forth in Section F “Tax Obligations/Withholding Authorization” of the Award Agreement
or any other reasonable method established by the Company. Participant also agrees to execute any
other consents or elections required to accomplish the foregoing, promptly upon request by the
Company.



Exchange Control Information




Participant understands that he or she must repatriate any proceeds from the sale of Shares
acquired under the Plan to India within 90 days of receipt. Participant must obtain a foreign
inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency
and must maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank
of India or the Employer requests proof of repatriation.



Italy




Method of Payment




Notwithstanding Section E of the Award Agreement, due to securities restrictions in Italy, when
Participant exercises the Option, Participant must use a “cashless sell-all” exercise pursuant to
which he or she delivers irrevocable instructions to the broker to sell all Shares Participant is
entitled to at exercise and remit the proceeds from sale less any Tax-Related Items and brokerage
fees to Participant in cash. Participant will not be permitted to receive and hold any Shares in
connection with the exercise of the Option. The Company reserves the right to provide Participant
with additional methods of paying the aggregate Exercise Price depending upon the development of
local laws.


 


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Data Privacy Consent.



The following section replaces Section L of the Award Agreement:



Participant hereby explicitly and unambiguously consent to the collection, use, processing and
transfer, in electronic or other form, of Participant’s personal data as described herein by and
among, as applicable, the Employer, the Company and its Subsidiaries or affiliates for the
exclusive purpose of implementing, administering, and managing Participant’s participation in the
Plan.



Participant understands that his or her Employer, the Company and its Subsidiaries or affiliates
may hold certain personal information about Participant, including, but not limited to,
Participant’s name, home address and telephone number, date of birth, social insurance (to the
extent permitted under Italian law) or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company or its Subsidiaries or affiliates, details
of all Options granted, or any other entitlement to shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing,
managing and administering the Plan (“Data”).



Participant also understands that providing the Company with Data is necessary for the performance
of the Plan and that Participant’s refusal to provide such Data would make it impossible for the
Company to perform its contractual obligations and may affect Participant’s ability to participate
in the Plan. The Controller of personal data processing is Aruba Networks, Inc., with registered
offices at 1344 Crossman Avenue, Sunnyvale, California 94089, U.S.A., and, pursuant to Legislative
Decree no. 196/2003, its Representative in Italy for privacy purposes is Aruba Networks Italy,
S.r.L, with registered offices at Piazza Guglielmo Marconi, nr. 15, 00144, Roma, Italia.
Participant understands that Data will not be publicized, but it may be transferred to banks, other
financial institutions, or brokers involved in the management and administration of the Plan.
Participant understands that Data may also be transferred to the independent registered public
accounting firm engaged by the Company. Participant further understands that the Employer, the
Company and/or any of its Subsidiaries or affiliates will transfer Data among themselves as
necessary for the purpose of implementing, administering and managing Participant’s participation
in the Plan, and that the Company and/or any Subsidiary or affiliate may each further transfer Data
to third parties assisting the Company in the implementation, administration, and management of the
Plan, including any requisite transfer of Data to a broker or other third party with whom
Participant may elect to deposit any Shares acquired under the Plan. Such recipients may receive,
possess, use, retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing Participant’s participation in the Plan. Participant
understands that these recipients may be located in the European Economic Area or elsewhere, such
as the United States. Should the Company exercise its discretion in suspending all necessary legal
obligations connected with the management and administration of the Plan, it will delete Data as
soon as it has completed all the necessary legal obligations connected with the management and
administration of the Plan.



Participant understands that Data processing related to the purposes specified above shall take
place under automated or non-automated conditions, anonymously when possible, that comply with the
purposes for which Data is collected and with confidentiality and security provisions,
as set forth by applicable laws and regulations, with specific reference to Legislative Decree no.
196/2003.


 


A-5









 





The processing activity, including communication, the transfer of Data abroad, including outside of
the European Economic Area, as herein specified and pursuant to applicable laws and regulations,
does not require Participant’s consent thereto, as the processing is necessary to performance of
contractual obligations related to implementation, administration, and management of the Plan.
Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003,
Participant has the right to, including but not limited to, access, delete, update, correct, or
terminate, for legitimate reason, the Data processing.



Furthermore, Participant is aware that Data will not be used for direct-marketing purposes. In
addition, Data provided can be reviewed and questions or complaints can be addressed by contacting
the Company’s Human Resources department.



Acknowledgement




Participant acknowledges that Participant has read and specifically and expressly approves the
following paragraphs of the Award Agreement: Tax Obligations/Withholding Authorization; Nature of
Grant; Entire Agreement/Governing Law; No Guarantee of Continued Service; Language; Electronic
Delivery; Severability; Imposition of Other Requirements and the Data Privacy Notice and
Acknowledgment paragraphs included in this Exhibit A.



Exchange Control Information.




Participant must report in his or her annual tax return: (i) any transfers of cash or Shares to or
from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (ii) any foreign
investments or investments (including proceeds from the sale of Shares acquired under the Plan)
held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the
investment may give rise to income in Italy. The reporting must be done on Participant’s
individual income tax return. Participant is exempt from the formalities in (i) if the investments
are made through an authorized broker resident in Italy, as the broker will comply with the
reporting obligation on Participant’s behalf.



Japan




There are no country-specific provisions.



Korea




Exchange Control Information




If Participant remits funds out of Korea to pay the Exercise Price at exercise of the Option, such
remittance must be “confirmed” by a foreign exchange bank in Korea. This is an automatic
procedure, i.e., the bank does not need to “approve” the remittance, and it should take no more
than a single day to process. The following supporting documents evidencing the nature of the
remittance must be submitted to the bank together with the confirmation application: (i) the Notice
of Grant; (ii) the Plan; (iii) a document evidencing the type of shares to be acquired and the
amount (e.g., the award certificate); and (iv) Participant’s certificate of employment. This
confirmation is not necessary for cashless exercises because no funds are remitted out of Korea.



Additionally, exchange control laws require Korean residents who realize US$500,000 or more from
the sale of shares to repatriate the proceeds to Korea within 18 months of the sale.


 


A-6









 





Macau




There are no country-specific provisions.



Malaysia




Director Notification Requirements




If Participant is a director of a Malaysian affiliate of the Company, Participant is subject to
certain notification requirements under the Malaysian Companies Act. Among these requirements is
an obligation to notify the Malaysian affiliate in writing when Participant receives or disposes of
an interest (e.g., Options, Shares) in the Company or any related company (including when
Participant sells Shares acquired pursuant to the exercise of the Option). These notifications
must be made within fourteen days of receiving or disposing of any interest in the Company or any
related company.



Insider Trading Information




Participant should be aware of the Malaysian insider-trading rules, which may impact Participant’s
acquisition or disposal of Shares acquired from the exercise of the Option. Under the Malaysian
insider-trading rules, Participant is prohibited from acquiring or selling Shares or rights to
Shares (e.g., Options) when Participant is in possession of information, which is not generally
available and which Participant know or should know will have a material effect on the price of
Shares once such information is generally available.



Mexico




Labor Law Policy and Acknowledgment




In accepting the grant of the Option, Participant expressly recognizes that Aruba Networks, Inc.,
with registered offices at 1344 Crossman Avenue, Sunnyvale, California 94089, U.S.A., is solely
responsible for the administration of the Plan and that Participant’s participation in the Plan and
acquisition of Shares do not constitute an employment relationship between Participant and Aruba
Networks, Inc. since Participant is participating in the Plan on a wholly commercial basis. Based
on the foregoing, Participant expressly recognizes that the Plan and the benefits that he or she
may derive from participating in the Plan do not establish any rights between Participant and the
Employer and do not form part of the employment conditions and/or benefits provided by the
Employer, and any modification of the Plan or its termination shall not constitute a change or
impairment of the terms and conditions of Participant’s employment.



Participant further understands that his or her participation in the Plan is as a result of a
unilateral and discretionary decision of Aruba Networks, Inc.; therefore, Aruba Networks, Inc.
reserves the absolute right to amend and/or discontinue Participant’s participation at any time
without any liability to Participant.


 


A-7









 





Finally, Participant hereby declares that he or she does not reserve to him- or herself any action
or right to bring any claim against Aruba Networks, Inc. for any compensation or damages regarding
any provision of the Plan or the benefits derived under the Plan, and Participant therefore grants
a full and broad release to Aruba Networks, Inc., its affiliates, branches, representation offices,
its shareholders, officers, agents, or legal representatives with respect to any claim that may
arise.



Política Laboral y Reconocimiento/Aceptación




Al aceptar el otorgamiento de la Opción de Compra de Acciones, el Participante expresamente
reconoce que Aruba Networks, Inc., con domicilio registrado ubicado en 1344 Crossman Avenue,
Sunnyvale, California 94089, U.S.A., es la única responsable por la administración del Plan y que
la participación del Participante en el Plan y en su caso la adquisición de las Opciones de Compra
de Acciones o Acciones no constituyen ni podrán interpretarse como una relación de trabajo entre el
Participante y Aruba Networks, Inc., ya que el Participante participa en el Plan en un marco
totalmente comercial. Derivado de lo anterior, el Participante expresamente reconoce que el Plan y
los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno
entre el Participante y el Patrón y no forma parte de las condiciones de trabajo y/o las
prestaciones otorgadas por el Patrón y que cualquier modificación al Plan o su terminación no
constituye un cambio o impedimento de los términos y condiciones de la relación de trabajo del
Participante.



Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión
unilateral y discrecional de Aruba Networks, Inc.; por lo tanto, Aruba Networks, Inc. se reserva el
absoluto derecho de modificar y/o terminar la participación del Participante en cualquier momento y
sin responsabilidad alguna frente el Participante.



Finalmente, el Participante por este medio declara que no se reserve derecho o acción alguna que
ejercitar en contra de Aruba Networks, Inc. por cualquier compensación o daño en relación con las
disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante
otorga el más amplio finiquito que en derecho proceda a Aruba Networks,Inc., sus afiliadas,
subsidiarias, oficinas de representación, sus accionistas, funcionarios, agentes o representantes
legales en relación con cualquier demanda que pudiera surgir.



Netherlands




Insider Trading Information




Participant should be aware of Dutch insider trading rules which may impact the sale of Shares
acquired under the Plan. In particular, Participant may be prohibited from effecting certain
transactions if he or she has insider information regarding the Company.



By accepting the grant of the Option and participating in the Plan, Participant acknowledges having
read and understood this Securities Law Information and further acknowledges that it is
Participant’s responsibility to comply with the following Dutch insider trading rules.



Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has
“insider information” related to an issuing company is prohibited from effectuating a transaction
in securities in or from the Netherlands. “Inside information” is defined as knowledge of details
concerning the issuing company to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the stock price, regardless of the development of
the price. The insider could be any employee of the Company or a subsidiary or affiliate in the
Netherlands who has inside information as described herein.


 


A-8









 





Given the broad scope of the definition of inside information, certain employees of the Company
working at a subsidiary or affiliate in the Netherlands (including a Participant in the Plan) may
have inside information and, thus, would be prohibited from effectuating a transaction in
securities in the Netherlands at a time when Participant had such inside information. If
Participant is uncertain whether the insider trading rules apply to him or her, Participant should
consult with his or her personal legal advisor.



New Zealand




There are no country-specific provisions.



Norway




There are no country-specific provisions.



Saudi Arabia




There are no country-specific provisions.



Singapore




Securities Law Information




The grant of the Option is being made in reliance on Section 273(1)(f) of the Securities and
Futures Act (Cap. 289) (“SFA”), under which it is exempt from the prospectus and registration
requirements under the SFA.



Director Reporting Requirements




If Participant is a director, associate director or shadow director of a Singapore affiliate of the
Company, Participant is subject to certain notification requirements under the Singapore Companies
Act. Directors must notify the Singapore Subsidiary in writing of an interest (e.g., Options,
Shares) in the Company or any related companies within two days of (i) its acquisition or disposal,
(ii) any change in a previously disclosed interest (e.g., when the Option is exercised), or (iii)
becoming a director.



 


A-9









 




Spain




Labor Law Acknowledgment




This section supplements Section H of the Award Agreement:



In accepting the Option, Participant acknowledges that he or she consents to participation in the
Plan and has received a copy of the Plan.



The Participant understands that the Company has unilaterally, gratuitously and discretionally
decided to grant options under the Plan to individuals who may be employees of the Company or its
Subsidiaries or affiliates throughout the world. The decision is a limited decision that is
entered into upon the express assumption and condition that any grant will not economically or
otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis.
Consequently, Participant understands that the Option is granted on the assumption and condition
that the Option or the Shares acquired upon exercise shall not become a part of any employment
contract (either with the Company or any of its Subsidiaries) and shall not be considered a
mandatory benefit, salary for any purposes (including severance compensation) or any other right
whatsoever. In addition, Participant understands that this grant would not be made to the
Participant but for the assumptions and conditions referred to above; thus, the Participant
acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any
of the conditions not be met for any reason, then any grant of options shall be null and void.



Exchange Control Notification




It is Participant’s responsibility to comply with exchange control regulations in Spain. The
purchase of Shares must be declared by the purchaser for statistical purposes to the Spanish
Direccion General de Política Comercial y de Inversiones Extranjeras (the “DGPCIE”), of the
Ministerio de Economia. If Participant purchases the Shares through the use of a Spanish financial
institution, that institution will automatically make the declaration to the DGPCIE for
Participant. Otherwise, Participant must make the declaration by filing the appropriate form with
the DGPCIE. In addition, Participant must also file a declaration of the ownership of the
securities with the Directorate of Foreign Transactions each January while the Shares are owned.



When receiving foreign currency payments derived from the ownership of Shares (i.e., as a result of
the sale of the Shares), Participant must inform the financial institution receiving the payment,
the basis upon which such payment is made. Participant will need to provide the institution with
the following information: (i) Participant’s name, address, and fiscal identification number; (ii)
the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency
used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any additional
information that may be required.



If Participant wishes to import the ownership title of the Shares (i.e., share certificates) into
Spain, Participant must declare the importation of such securities to the DGPCIE.



Sweden




There are no country-specific provisions.



Taiwan




Securities Law Information


 


A-10









 





This offer of Options and the Shares to be issued pursuant to the Plan is available only for
employees of the Company and its Subsidiaries. It is not a public offer of securities by a
Taiwanese company; therefore, it is exempt from registration in Taiwan.



Exchange Control Information




Participant may acquire foreign currency, and remit the same out of Taiwan, up to US$5 million per
year without justification. When remitting funds for the purchase of Shares pursuant to the Plan,
such remittances should be made through an authorized foreign exchange bank. In addition, if
Participant remits TWD$500,000 or more in a single transaction, Participant must submit a Foreign
Exchange Transaction Form to the remitting bank. If the transaction amount is US$500,000 or more
in a single transaction, Participant must also provide supporting documentation to the satisfaction
of the remitting bank.



Thailand




It is Participant’s responsibility to comply with all exchange control regulations in Thailand. If
Participant exercises the Options with cash, Participant may apply directly to a commercial bank in
Thailand for approval to remit up to US$1,000,000 per year for the purchase of Shares. If
Participant exercises the Option by way of a cashless method of exercise, no application to a
commercial bank is required. In addition, Participant is required to immediately repatriate the
proceeds from the sale of the Shares acquired pursuant to the exercise of the Option to Thailand.
Within the next 360 days after the repatriation date, Participant must deposit the sale proceeds
into a foreign currency deposit account or convert them to local currency. If the amount of such
sale proceeds is equal to or greater than US$20,000, Participant must specifically report the
inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form through the bank
at which Participant deposits or converts the sale proceeds.



United Arab Emirates (Dubai)




There are no country-specific provisions.



United Kingdom




Joint Election




As a condition of participation in the Plan and the exercise of the Option, Participant agrees to
accept any liability for secondary Class 1 national insurance contributions which may be payable by
the Company and/or the Employer in connection with the Option and any event giving rise to
Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, Participant agrees to
execute a joint election with the Company, the form of such joint election being formally approved
by Her Majesty’s Revenue & Customs (“HMRC”) (the “Joint Election”), and any other required consent
or election. Participant further agrees to execute such other joint elections as may be required
between him or her and any successor to the Company and/or the Employer. Participant further
agrees that the Company and/or the Employer may collect the Employer NICs from him or her by any of
the means set forth in Section F of the Agreement.



If Participant does not enter into a Joint Election prior to exercise of the Option, he or she will
not be entitled to exercise the Option unless and until he or she enters into a Joint Election and
no Shares will be issued to Participant under the Plan, without any liability to the Company and/or
the Employer.


 


A-11









 





Tax Obligations/Withholding Authorization




This section supplements Section F of the Award Agreement.



If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within
ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified
in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the
amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the
Employer, effective as of the Due Date. Participant agrees that the loan will bear interest at the
then-current official rate of HMRC, it shall be immediately due and repayable, and the Company or
the Employer may recover it at any time thereafter by any of the means referred to in Section F of
the Award Agreement. Notwithstanding the foregoing, if Participant is a director or executive
officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act
of 1934, as amended), he or she shall not be eligible for a loan from the Company to cover the
Tax-Related Items. In the event that Participant is a director or executive officer and
Tax-Related Items are not collected from or paid by him or her by the Due Date, the amount of any
uncollected Tax-Related Items will constitute a benefit to Participant on which additional income
tax and NICs (including the Employer NICs) will be payable. Participant will be responsible for
reporting any income tax and NICs (including the Employer NICs) due on this additional benefit
directly to HMRC under the self-assessment regime.



In addition, the Participant agrees that the Company and/or the Employer may calculate the
Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates,
without prejudice to any right the Participant may have to recover any overpayment from the
relevant tax authorities.




 


A-12









 







EXHIBIT B

ARUBA NETWORKS, INC.

2007 EQUITY INCENTIVE PLAN

EXERCISE NOTICE




Aruba Networks, Inc.

1344 Crossman Ave.

Sunnyvale, CA 94089-1113

Attention: Stock Plan Administration




1. Exercise of Option. Effective as of today,                     ,      , the undersigned
(“Purchaser”) hereby elects to purchase                      shares (the “Shares”) of the Common Stock of
Aruba Networks, Inc. (the “Company”) under and pursuant to the 2007 Equity Incentive Plan (the
“Plan”) and the Award Agreement dated                           (the “Award Agreement”). The Exercise Price for the
Shares will be $                    , as set forth in the Award Agreement.



2. Delivery of Payment. Purchaser herewith delivers to the Company the full Exercise
Price for the Shares and any Tax-Related Items (as defined in the Award Agreement) to be paid in
connection with the exercise of the Option or, if permitted by the Company, irrevocable
instructions to process a cashless exercise.



3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Award Agreement and agrees to abide by and be bound by
their terms and conditions.



4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no
right to vote or receive dividends or any other rights as a stockholder will exist with respect to
the Optioned Stock (as defined in the Plan), notwithstanding the exercise of the Option. The Shares
so acquired will be issued to Participant as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date is prior to the
date of issuance, except as provided in Section 15 of the Plan.



5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s exercise of the Option or disposition of the Shares.
Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the exercise of the Option or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.


 


B-1









 





6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Award Agreement 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 Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. This agreement is governed by, and subject to, the
internal substantive laws, but not the choice of law rules, of California. For purposes of
litigating any dispute that arises directly or indirectly from the relationship of the parties
evidenced by this agreement, the parties hereby submit to and consent to the exclusive jurisdiction
of the State of California and agree that such litigation shall be conducted only in the
courts of Santa Clara, California, or the federal courts for the United States for the
Northern District of California, and no other courts, where this agreement is made and/or to be
performed.



	 	 	 	 	 	 	 
	Submitted by:

	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 
	PURCHASER:

	 	 	 	ARUBA NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

By
	 	 
	 
	 	 	 	 	 	 
	 

Print Name

	 	 	 	 

Its
	 	 
	 
	 	 	 	 	 	 
	Address:

	 	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	Aruba Networks, Inc.	 	 
	 

	 	 	 	1344 Crossman Ave.	 	 
	 

	 	 	 	Sunnyvale, CA 94089-1113	 	 
	 

	 	 	 	Attention: Stock Plan Administration	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Date Received
	 	 







 


B-2