Exhibit 10.4






Exhibit 10.4




AMENDMENT No. 3

TO

FLEXTRONICS MANUFACTURING SERVICES AGREEMENT




This Amendment No. 3 (“Amendment”) is entered into as of September 30, 2011 (“Effective
Date”), by and between Aruba Networks Inc. (formerly known as Aruba Wireless Networks), having its
place of business at 1322 Crossman Avenue, Sunnyvale, California 94089 (“Aruba”), Aruba Networks
International Ltd., having its place of business at Building 1000, Citygate, Mahon, Cork, Ireland
(“Aruba International”) and Flextronics Sales & Marketing North Asia (L) Ltd., having its place of
business at Level 1, Lot 7, Block F, Sequking Commercial Building, Jalan, Patau-Patua, 8700 Labaun,
F.T., Malaysia (“Flextronics”).



WHEREAS, Aruba and Flextronics entered into the Flextronics Manufacturing Services Agreement, dated
January 1, 2005, as subsequently amended, (the “Agreement”), pursuant to which Aruba engaged
Flextronics to perform certain manufacturing services. Capitalized terms not defined herein shall
have the meaning ascribed to them in the Agreement.




WHEREAS, on November 20, 2006, Aruba Wireless Networks, Inc. filed a certificate of amendment to
its Amended and Restated Certificate of Incorporation with Delaware changing its name to Aruba
Networks, Inc.




WHEREAS, Aruba International, a wholly owned subsidiary of Aruba, desires to become a party to the
Agreement to enable it to operate under the terms and conditions of the Agreement.




WHEREAS, Aruba and Flextronics desire to amend the Agreement to include Aruba International as a
party to the Agreement.




WHEREAS, pursuant to Section 10.3 of the Agreement, the Agreement may be amended by written consent
of Aruba and Flextronics.




NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:




1. Amendment. The Agreement is hereby amended to include Aruba International as a
party to the Agreement to enable it to operate under the terms and conditions of the Agreement.
Upon the execution of this Amendment, all references in the Agreement to “Aruba” shall be deemed to
refer to both Aruba and Aruba International.



2. Aruba International Acknowledgement. By executing this Amendment, Aruba
International hereby acknowledges and agrees that it will be deemed a party to the Agreement, as if
originally named therein, and shall enjoy all the rights granted to Aruba under the Agreement and
shall be subject to all of the terms and conditions of Aruba under the Agreement. Aruba
International agrees to perform and observe all of the obligations and covenants of “Aruba” under
the Agreement.



3. Liability, Joint and Several Liability. The addition of Aruba International as a
party to the Agreement shall not release Aruba from any liability or obligation under the
Agreement. Aruba and Aruba International shall be held jointly and severally liable to Flextronics
for any and all liabilities, obligations and covenants of either Aruba or Aruba International under
the Agreement. By way of example and for avoidance of doubt, if Aruba International incurs any
liability, breaches any covenant or fails to comply with any provision of the Agreement,
Flextronics may seek the appropriate remedy from either Aruba International or Aruba or both.


 


 









 





4. Miscellaneous.



a. Entire Agreement. Except as amended herein, the Agreement shall remain in full
force and effect.



b. Priority in Interpretation. This Amendment is made part of and subject to the
Agreement. If any conflict should arise between the terms of this Amendment and the Agreement,
this Amendment will govern solely with respect to the subject matter hereof.



c. Controlling Law. Provisions regarding dispute resolution, waiver of jury trial and
controlling law for this Amendment shall be in accordance with Sections 10.10 and 10.13 of the
Agreement.



d. Counterparts. This Amendment may be executed in any number of counterparts each of
which when executed and delivered shall constitute an original and all such counterparts together
constituting but one and the same instrument.


 


 









 





IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly
authorized representatives as of the Effective Date.




	 	 	 	 	 	 	 	 	 	 	 

	ARUBA NETWORKS INC.	 	 	 	ARUBA NETWORKS INTERNATIONAL LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Alexa King
	 	 	 	By:
	 	/s/ Anthony Ruiseal	 	 
	 

	 	 

Name: Alexa King
	 	 	 	 	 	 

Name: Anthony Ruiseal
	 	 
	 

	 	Title:   General Counsel
	 	 	 	 	 	Title:   Company Director	 	 
	 

	 	Aruba Networks, Inc.
	 	 	 	 	 	October 21, 2011	 	 
	 

	 	1344 Crossman Ave.	 	 	 	 	 	 	 	 
	 

	 	Sunnyvale, CA 94089	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	FLEXTRONICS SALES & MARKETING NORTH ASIA (L) LTD.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Manny Marimuthy	 	 	 	 	 	 	 	 
	 

	 	 

Name: Manny Marimuthy
	 	 	 	 	 	 	 	 
	 

	 	Title:   Director