Exhibit
10.1
Executive
Officer Bonus Plan
Objectives
The
objectives of the Aruba Networks, Inc. (the “Company”)
Executive Officer Bonus Plan (the “Plan”)
are:
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To emphasize
meeting/exceeding Company financial goals.
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To reward
Section 16 officers for maximizing results.
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To reward the
results of individual and collective actions.
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To position the
Company competitively in the employment marketplace.
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Description
Performance
Period . The Plan is
based on achieving defined objectives established for two
consecutive fiscal quarters. A new and separate Plan performance
period begins on the first day of the first and third quarter and
ends on the last day of second and fourth quarter,
respectively.
Performance
Targets . As described
further below, a bonus pool, in an amount to be determined by the
Board of Directors of the Company (the “Board”), will
be funded based upon the extent to which the Company meets or
exceeds the Board-approved internal operating plan revenue and
profit targets (the “Operating Plan revenue” and
“Operating Plan profit”, respectively) set by the Board
at the start of the Company’s fiscal year. Beginning with
fiscal 2011, the Board may, in its discretion, determine that
different performance metrics will be used to fund the bonus
pool.
Plan
Award . The budget
for the Plan award payout will be based on a percentage of the
participant’s eligible base pay for the applicable
performance period, as further described below. For purposes of the
Plan, “base pay” will include only gross base wages or
gross base salary, as applicable, and will exclude all other
payments including, but not limited to, bonuses, commissions,
overtime, and equity compensation.
Any
bonus payment under the Plan will be made in the form of a
restricted stock unit award (an “Award”) granted under
the Company’s 2007 Equity Incentive Plan (the “Equity
Plan”) and will be subject to the terms and conditions of the
Equity Plan and an Award agreement between the Company and the
participant. Each Award will be fully vested on the date of grant,
which will be established in accordance with the Company’s
Equity Award Grant Policy, subject to the participant’s
remaining a Service Provider (as defined in the Equity Plan)
through the applicable vesting date.
The
number of restricted stock units subject to an Award will be
determined based on the dollar value attributable to the
participant’s bonus for a given performance period, divided
by the closing Company share price on the Award’s date of
grant.
The
dollar value of a