



Exhibit 10.2
GIGAMON INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Change in Control Severance Agreement (the “Agreement”) is made and entered
into by and between Sachi Sambandan (“Executive”) and Gigamon Inc., a Delaware
corporation (the “Company”), effective as of May 15, 2014 (the “Effective
Date”).
RECITALS
1.It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change in control. The
Board of Directors of the Company (the “Board”) recognizes that such
considerations can be a distraction to Executive and can cause Executive to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of Executive,
notwithstanding the possibility, threat or occurrence of such a termination of
employment or the occurrence of a Change in Control (as defined herein) of the
Company.
2.    The Board believes that it is in the best interests of the Company and its
stockholders to provide Executive with an incentive to continue his employment
and to motivate Executive to maximize the value of the Company for the benefit
of its stockholders.
3.    The Board believes that it is imperative to provide Executive with certain
severance benefits upon Executive’s termination of employment in connection with
a Change in Control. These benefits will provide Executive with enhanced
financial security, incentive and encouragement to remain with the Company.
4.    Certain capitalized terms used in the Agreement are defined in Section 7
below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1.    Term of Agreement. This Agreement will have an initial term of three (3)
years commencing on the Effective Date (the “Initial Term”). On the third
anniversary of the Effective Date, this Agreement will renew automatically for
additional one (1) year terms (each an “Additional Term”), unless either party
provides the other party with written notice of non-renewal at least sixty (60)
days prior to the date of automatic renewal. Notwithstanding the foregoing
provisions of this paragraph, if a Change in Control occurs when there are fewer
than twelve (12) months remaining during the Initial Term or an Additional Term,
the term of this Agreement will extend automatically through the date that is
twelve (12) months following




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the effective date of the Change in Control. If Executive becomes entitled to
benefits under Section 3 during the term of this Agreement, the Agreement will
not terminate until all of the obligations of the parties hereto with respect to
this Agreement have been satisfied.
2.    At-Will Employment. The Company and Executive acknowledge that Executive’s
employment is and will continue to be at-will, as defined under applicable law.
3.    Severance Benefits.
(a)    Termination without Cause or Resignation for Good Reason Outside the
Change in Control Period. If, other than within the period beginning three (3)
months prior to a Change in Control and ending twelve (12) months following a
Change in Control (the “Change in Control Period”), the Company terminates
Executive’s employment with the Company without Cause (excluding death or
Disability) or Executive resigns for Good Reason, then subject to Section 4,
Executive will receive the following:
(i)Severance Payment. Executive will receive a lump-sum payment (less applicable
withholding taxes) equal to six (6) months of Executive’s annual base salary as
in effect immediately prior to Executive’s termination date. Such lump-sum
amount shall be payable on the effective date of the Release specified in
Section 4(a) or such later time as required by Section 4(c).
(ii)Equity. Executive’s then outstanding Company equity awards, including
Executive’s outstanding awards under the Company’s Performance Unit Plan (the
“Equity Awards”), will accelerate vesting by the amount that would otherwise
have vested had Executive remained employed for six (6) months following the
termination date.
(iii)Continued Employee Benefits. If Executive elects continuation coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”) for Executive and Executive’s eligible dependents (as
applicable), within the time period prescribed pursuant to COBRA, the Company
will reimburse Executive for, or pay directly on Executive’s behalf, the COBRA
premiums for such coverage (at the coverage levels in effect immediately prior
to Executive’s termination of employment) until the earlier of (A) a period of
six (6) months from the last date of employment of the Executive with the
Company, or (B) the date upon which Executive and/or Executive’s eligible
dependents becomes covered under similar plans. Notwithstanding anything to the
contrary in this Section 3(a)(iii), if the Company determines in its sole
discretion that it cannot provide the COBRA benefits without potentially
violating applicable law (including, without limitation, Section 2716 of the
Public Health Service Act), the Company will in lieu thereof provide to
Executive a taxable monthly payment in an amount equal to the monthly COBRA
premium that Executive would be required to pay to continue his group health
coverage in effect on the date of his termination of employment (which amount
will be based on the premium for the first month of COBRA coverage), which
payments will be made regardless of whether Executive elects COBRA continuation
coverage and will commence in the month following the month in which Executive
terminates employment and will end on the earlier of (x) the date upon which
Executive

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becomes covered under similar plans or (y) the last day of the sixth (6th)
calendar month following the month in which Executive terminations employment.
(b)    Termination without Cause or Resignation for Good Reason During Change in
Control Period. If during the Change in Control Period the Company terminates
Executive’s employment with the Company without Cause (excluding death or
Disability) or Executive resigns for Good Reason, then, subject to Section 4,
Executive will receive the following:
(i)Severance Payment. Executive will receive a lump-sum payment (less applicable
withholding taxes) equal to six (6) months of Executive’s annual base salary as
in effect immediately prior to Executive’s termination date. Such amount
lump-sum amount shall be payable on the effective date of the Release specified
in Section 4(a) or such later time as required by Section 4(c).
(ii)Equity. Executive’s Equity Awards will accelerate vesting by either (A) the
amount that would otherwise have vested had Executive remained employed for
twenty four (24) months following the termination date if the Change in Control
occurs within the first twelve (12) months following Executive’s date of hire,
or (B) one hundred percent (100%) if the Change in Control occurs after the
first twelve (12) months following Executive’s date of hire. The Equity Awards
will remain exercisable, to the extent applicable, following Executive’s
termination or the period prescribed by the applicable equity plan and agreement
for each Equity Award.
(iii)Continued Employee Benefits. If Executive elects continuation coverage
pursuant to COBRA for Executive and Executive’s eligible dependents (as
applicable), within the time period prescribed pursuant to COBRA, the Company
will reimburse Executive for, or pay directly on Executive’s behalf, the COBRA
premiums for such coverage (at the coverage levels in effect immediately prior
to Executive’s termination of employment) until the earlier of (A) a period of
six (6) months from the last date of employment of the Executive with the
Company, or (B) the date upon which Executive and/or Executive’s eligible
dependents becomes covered under similar plans. Notwithstanding anything to the
contrary in this Section 3(b)(iii), if the Company determines in its sole
discretion that it cannot provide the COBRA benefits without potentially
violating applicable law (including, without limitation, Section 2716 of the
Public Health Service Act), the Company will in lieu thereof provide to
Executive a taxable monthly payment in an amount equal to the monthly COBRA
premium that Executive would be required to pay to continue his group health
coverage in effect on the date of his termination of employment (which amount
will be based on the premium for the first month of COBRA coverage), which
payments will be made regardless of whether Executive elects COBRA continuation
coverage and will commence in the month following the month in which Executive
terminates employment and will end on the earlier of (x) the date upon which
Executive becomes covered under similar plans or (y) the last day of the sixth
(6th) calendar month following the month in which Executive terminations
employment.
(c)    Other Termination. If Executive’s employment with the Company terminates
other than as set forth in Sections 3(a) and 3(b) above, then (i) all vesting
will terminate

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immediately with respect to Executive’s outstanding Equity Awards, (ii) all
payments of compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned), and (iii) Executive will only
be eligible for severance benefits in accordance with the Company’s established
policies, if any, as then in effect.
(d)    Exclusive Remedy. In the event of a termination of Executive’s employment
as set forth in Sections 3(a) and 3(b) of this Agreement, the provisions of
Section 3 are intended to be and are exclusive and in lieu of and supersede any
other rights or remedies to which Executive or the Company otherwise may be
entitled, whether at law, tort or contract or in equity, or under this Agreement
(other than the payment of accrued but unpaid wages, as required by law, and any
unreimbursed reimbursable expenses). Executive will be entitled to no benefits,
compensation or other payments or rights upon termination of employment other
than those benefits expressly set forth in Section 3 of this Agreement.
4.    Conditions to Receipt of Severance
(a)    Release of Claims Agreement. The receipt of any severance payments or
benefits pursuant to this Agreement is subject to Executive signing and not
revoking a separation agreement and release of claims in a form acceptable to
the Company (the “Release”), which must become effective and irrevocable no
later than the sixtieth (60th) day following Executive’s termination of
employment (the “Release Deadline”). If the Release does not become effective
and irrevocable by the Release Deadline, Executive will forfeit any right to
severance payments or benefits under this Agreement. No severance payments and
benefits under Section 3 of this Agreement will be paid or provided until the
Release becomes effective and irrevocable, and, subject to Section 4(c) of this
Agreement, any such severance payments and benefits otherwise payable between
the date of Executive’s termination of employment and the date the Release
becomes effective and irrevocable will be paid on the date the Release becomes
effective and irrevocable.
(b)    Confidential Information and Invention Assignment Agreements. Executive’s
receipt of any payments or benefits under Section 3 will be subject to Executive
continuing to comply with the terms of any confidential information and
invention assignment agreement executed by Executive in favor of the Company
(the “Confidentiality Agreement”) and the provisions of this Agreement.
(c)    Section 409A.
(i)Notwithstanding anything to the contrary in this Agreement, no severance
payments or benefits payable to Executive, if any, pursuant to this Agreement
that, when considered together with any other severance payments or separation
benefits, is considered deferred compensation under Internal Revenue Code
Section 409A (together, the “Deferred Payments”) will be payable until Executive
has a “separation from service” within the meaning of Section 409A (“Section
409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly,
no severance payable to Executive, if any, pursuant to this Agreement that
otherwise would be exempt from Section 409A pursuant to Treasury Regulation
Section

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1.409A‑1(b)(9) will be payable until Executive has a “separation from service”
within the meaning of Section 409A.
(ii)Any severance payments or benefits under this Agreement that would be
considered Deferred Payments will be paid on, or, in the case of installments,
will not commence until, the sixtieth (60th) day following Executive’s
separation from service, or, if later, such time as required by Section
4(c)(iii). Except as required by Section 4(c)(iii), any installment payments
that would have been made to Executive during the sixty (60) day period
immediately following Executive’s separation from service but for the preceding
sentence will be paid to Executive on the sixtieth (60th) day following
Executive’s separation from service and the remaining payments shall be made as
provided in this Agreement.
(iii)Further, if Executive is a “specified employee” within the meaning of
Section 409A at the time of Executive’s separation from service (other than due
to death), any Deferred Payments that otherwise are payable within the first six
(6) months following Executive’s separation from service will become payable on
the first payroll date that occurs on or after the date six (6) months and one
(1) day following the date of Executive’s separation from service. All
subsequent Deferred Payments, if any, will be payable in accordance with the
payment schedule applicable to each payment or benefit. Notwithstanding anything
herein to the contrary, in the event of Executive’s death following Executive’s
separation from service but prior to the six (6) month anniversary of
Executive’s separation from service (or any later delay date), then any payments
delayed in accordance with this paragraph will be payable in a lump sum as soon
as administratively practicable after the date of Executive’s death and all
other Deferred Payments will be payable in accordance with the payment schedule
applicable to each payment or benefit. Each payment and benefit payable under
the Agreement is intended to constitute a separate payment for purposes of
Section 1.409A-2(b)(2) of the Treasury Regulations.
(iv)Any amount paid under this Agreement that satisfies the requirements of the
“short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations will not constitute Deferred Payments for purposes of clause (i)
above. Any amount paid under this Agreement that qualifies as a payment made as
a result of an involuntary separation from service pursuant to Section
1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section
409A Limit (as defined below) will not constitute Deferred Payments for purposes
of clause (i) above.
(v)The foregoing provisions are intended to comply with, or be exempt from, the
requirements of Section 409A so that none of the severance payments and benefits
to be provided under the Agreement will be subject to the additional tax imposed
under Section 409A, and any ambiguities herein will be interpreted to so comply
or be exempt. Executive and the Company agree to work together in good faith to
consider amendments to the Agreement and to take such reasonable actions which
are necessary, appropriate or desirable to avoid imposition of any additional
tax or income recognition prior to actual payment to

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Executive under Section 409A. In no event will the Company reimburse Executive
for any taxes that may be imposed on Executive as result of Section 409A.
5.    Limitation on Payments. In the event that the severance and other benefits
provided for in this Agreement or otherwise payable to Executive (i) constitute
“parachute payments” within the meaning of Section 280G of the Code and (ii) but
for this Section 5, would be subject to the excise tax imposed by Section 4999
of the Code, then Executive’s severance benefits under Section 3 will be either:
(a)    delivered in full, or
(b)
delivered as to such lesser extent which would result in no portion of such
severance benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by Executive on an after-tax basis, of the greatest amount of
severance benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. If a reduction in
severance and other benefits constituting “parachute payments” is necessary so
that benefits are delivered to a lesser extent, reduction will occur in the
following order: (i) reduction of cash payments; (ii) cancellation of awards
granted “contingent on a change in ownership or control” (within the meaning of
Code Section 280G), (iii) cancellation of accelerated vesting of equity awards;
(iv) reduction of employee benefits. In the event that acceleration of vesting
of equity award compensation is to be reduced, such acceleration of vesting will
be cancelled in the reverse order of the date of grant of Executive’s equity
awards.
Unless the Company and Executive otherwise agree in writing, any determination
required under this Section 5 will be made in writing by the Company’s
independent public accountants immediately prior to the Change in Control (the
“Accountants”), whose determination will be conclusive and binding upon
Executive and the Company for all purposes. For purposes of making the
calculations required by this Section 5, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Company and Executive will furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section. The Company will
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 5.
6.    Definition of Terms. For purposes of this Agreement, the following terms
referred to in this Agreement will have the following meanings:
(a)    Cause. “Cause” means the occurrence of any of the following events, as
determined in good faith by the Board: (i) the Executive’s gross negligence or
willful misconduct in the performance of duties, including without limitation,
willful violation of any Company

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policy, where such negligence, misconduct, or violation has resulted or is
likely to result in substantial and material damage to the Company or any of its
subsidiaries or successors; (ii) the Executive’s repeated or unjustified absence
from the Company; (iii) the Executive’s commission of any act of fraud,
embezzlement, or professional dishonesty with respect to the Company; (iv) the
Executive’s conviction of any felony or crime involving moral turpitude which
causes material harm to the standing and reputation of the Company; or (v) the
Executive’s incurable material breach of any written agreement the Executive has
with the Company, including without limitation, the Executive’s misappropriation
or misuse of the Company’s intellectual property under the Company’s Employee
Agreement Regarding Proprietary Information and Inventions.
(b)    Change in Control. “Change in Control” means the occurrence of any of the
following:
(i)A change in the ownership of the Company which occurs on the date that any
one person, or more than one person acting as a group (“Person”), acquires
ownership of the stock of the Company that, together with the stock held by such
Person, constitutes more than 50% of the total voting power of the stock of the
Company; provided, however, that for purposes of this subsection (i), the
acquisition of additional stock by any one Person, who is considered to own more
than 50% of the total voting power of the stock of the Company will not be
considered a Change in Control; or
(ii)A change in the effective control of the Company which occurs on the date
that a majority of members of the Board (each, a “Director”) is replaced during
any twelve (12) month period by Directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the
appointment or election. For purposes of this subsection (ii), if any Person is
considered to be in effective control of the Company, the acquisition of
additional control of the Company by the same Person will not be considered a
Change in Control; or
(iii)A change in the ownership of a substantial portion of the Company’s assets
which occurs on the date that any Person acquires (or has acquired during the
twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of
all of the assets of the Company immediately prior to such acquisition or
acquisitions; provided, however, that for purposes of this subsection (iii), the
following will not constitute a change in the ownership of a substantial portion
of the Company’s assets: (A) a transfer to an entity that is controlled by the
Company’s stockholders immediately after the transfer, or (B) a transfer of
assets by the Company to: (1) a stockholder of the Company (immediately before
the asset transfer) in exchange for or with respect to the Company’s stock, (2)
an entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (3) a Person, that owns, directly or
indirectly, 50% or more of the total value or voting power of all the
outstanding stock of the Company, or (4) an entity, at least 50% of the total
value or voting power of which is owned, directly or

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indirectly, by a Person described in this subsection (iii)(B)(3). For purposes
of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.
For purposes of this definition of Change in Control, persons will be considered
to be acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in
Control unless the transaction qualifies as a change in control event within the
meaning of Code Section 409A, as it has been and may be amended from time to
time, and any proposed or final Treasury Regulations and Internal Revenue
Service guidance that has been promulgated or may be promulgated thereunder from
time to time.
Further and for the avoidance of doubt, a transaction will not constitute a
Change in Control if: (i) its sole purpose is to change the state of the
Company’s incorporation, or (ii) its sole purpose is to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.
(c)    Disability. “Disability” means Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months.
(d)    Good Reason. “Good Reason” means Executive’s termination of employment
within thirty (30) days following the expiration of any cure period (discussed
below) following the occurrence of one or more of the following without
Executive’s written consent: (i) a material reduction in Executive’s position,
duties, authority, or responsibilities relative to Executive’s position, duties,
authority, or responsibilities in effect immediately prior to such reduction;
provided, however, that a reduction in position, duties, authority or
responsibilities solely by virtue of the Company being acquired and made part of
a larger entity (for example, where Executive retains essentially the same
responsibility and duties of the subsidiary, business unit or division
substantially containing the Company’s business following a Change in Control)
shall not constitute “Good Reason”; (ii) a material reduction in Executive’s
base salary other than a reduction by the Company with respect to all executives
as part of a general readjustment of their compensation levels; (iii) a material
reduction in kind or level of benefits to which Executive is entitled
immediately prior to such change with the result that Executive’s overall
benefits package is materially reduced unless it is part of a Company-wide
change of the same percentage; or (iv) relocation of Executive’s principal place
of employment by more than fifty (50) miles from Executive’s then-current
location of employment, without Executive’s prior written consent. In order for
an event to qualify as a Good Reason, Executive must not terminate employment
with the Company without first providing the Company with written notice of the
acts or omissions constituting the grounds for Good Reason within ninety (90)

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days of the initial existence of the grounds for Good Reason and such grounds
have not be cured by the Company during a period of thirty (30) days following
the date of such notice.
(e)    Section 409A Limit. “Section 409A Limit” means the lesser of two (2)
times: (i) Executive’s annualized compensation based upon the annual rate of pay
paid to Executive during the Executive’s taxable year preceding the Executive’s
taxable year of Executive’s termination of employment as determined under, and
with such adjustments as are set forth in, Treasury
Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance
issued with respect thereto; or (ii) the maximum amount that may be taken into
account under a qualified plan pursuant to Section 401(a)(17) of the Code for
the year in which Executive’s employment is terminated.
7.    Successors.
(a)    The Company’s Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
will assume the obligations under this Agreement and agree expressly to perform
the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Agreement, the term “Company” will
include any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this Section 8(a) or which
becomes bound by the terms of this Agreement by operation of law.
(b)    Executive’s Successors. The terms of this Agreement and all rights of
Executive hereunder will inure to the benefit of, and be enforceable by,
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
8.    Notice.
(a)    General. Notices and all other communications contemplated by this
Agreement will be in writing and will be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. In the case of Executive, mailed notices
will be addressed to him or her at the home address which he or she most
recently communicated to the Company in writing. In the case of the Company,
mailed notices will be addressed to its corporate headquarters, and all notices
will be directed to the General Counsel of the Company.
(b)    Notice of Termination. Any termination by the Company for Cause or by
Executive for Good Reason or as a result of a voluntary resignation will be
communicated by a notice of termination to the other party hereto given in
accordance with Section 8(a) of this Agreement. Such notice will indicate the
specific termination provision in this Agreement relied upon, will set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and will specify the termination
date (which

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will be not more than thirty (30) days after the giving of such notice). The
failure by Executive to include in the notice any fact or circumstance which
contributes to a showing of Involuntary Termination will not waive any right of
Executive hereunder or preclude Executive from asserting such fact or
circumstance in enforcing Executive’s rights hereunder.
9.    Arbitration.
The Company and Executive each agree that any and all disputes arising out of
the terms of this Agreement, Executive’s employment by the Company, Executive’s
service as an officer or director of the Company, or Executive’s compensation
and benefits, their interpretation and any of the matters herein released, will
be subject to binding arbitration under the arbitration rules set forth in
California Code of Civil Procedure Sections 1280 through 1294.2, including
Section 1281.8 (the “Act”), and pursuant to California law. Disputes that the
Company and Executive agree to arbitrate, and thereby agree to waive any right
to a trial by jury, include any statutory claims under local, state, or federal
law, including, but not limited to, claims under Title VII of the Civil Rights
Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination
in Employment Act of 1967, the Older Workers Benefit Protection Act, the
Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, the
California Fair Employment and Housing Act, the Family and Medical Leave Act,
the California Family Rights Act, the California Labor Code, claims of
harassment, discrimination, and wrongful termination, and any statutory or
common law claims. The Company and Executive further understand that this
agreement to arbitrate also applies to any disputes that the Company may have
with Executive.
(b)    Procedure. The Company and Executive agree that any arbitration will be
administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”),
pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”).
The Arbitrator will have the power to decide any motions brought by any party to
the arbitration, including motions for summary judgment and/or adjudication,
motions to dismiss and demurrers, and motions for class certification, prior to
any arbitration hearing. The Arbitrator will have the power to award any
remedies available under applicable law, and the Arbitrator will award
attorneys’ fees and costs to the prevailing party, except as prohibited by law.
The Company will pay for any administrative or hearing fees charged by the
Arbitrator or JAMS except that Executive will pay any filing fees associated
with any arbitration that Executive initiates, but only so much of the filing
fees as Executive would have instead paid had he or she filed a complaint in a
court of law. The Arbitrator will administer and conduct any arbitration in
accordance with California law, including the California Code of Civil
Procedure, and the Arbitrator will apply substantive and procedural California
law to any dispute or claim, without reference to rules of conflict of law. To
the extent that the JAMS Rules conflict with California law, California law will
take precedence. The decision of the Arbitrator will be in writing. Any
arbitration under this Agreement will be conducted in Santa Clara County,
California.
(c)    Remedy. Except as provided by the Act and this Agreement, arbitration
will be the sole, exclusive, and final remedy for any dispute between Executive
and the

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Company. Accordingly, except as provided for by the Act and this Agreement,
neither Executive nor the Company will be permitted to pursue court action
regarding claims that are subject to arbitration.
(d)    Administrative Relief. Executive understands that this Agreement does not
prohibit him or her from pursuing any administrative claim with a local, state,
or federal administrative body or government agency that is authorized to
enforce or administer laws related to employment, including, but not limited to,
the Department of Fair Employment and Housing, the Equal Employment Opportunity
Commission, the National Labor Relations Board, or the Workers’ Compensation
Board. This Agreement does, however, preclude Executive from pursuing court
action regarding any such claim, except as permitted by law.
(e)    Voluntary Nature of Agreement. Each of the Company and Executive
acknowledges and agrees that such party is executing this Agreement voluntarily
and without any duress or undue influence by anyone. Executive further
acknowledges and agrees that he or she has carefully read this Agreement and has
asked any questions needed for him or her to understand the terms, consequences,
and binding effect of this Agreement and fully understand it, including that
Executive is waiving his or her right to a jury trial. Finally, Executive agrees
that he or she has been provided an opportunity to seek the advice of an
attorney of his or her choice before signing this Agreement
10.    Miscellaneous Provisions.
(a)    No Duty to Mitigate. Executive will not be required to mitigate the
amount of any payment contemplated by this Agreement, nor will any such payment
be reduced by any earnings that Executive may receive from any other source.
(b)    Waiver. No provision of this Agreement will be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by Executive and by an authorized officer of the Company (other than
Executive). No waiver by either party of any breach of, or of compliance with,
any condition or provision of this Agreement by the other party will be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.
(c)    Headings. All captions and section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.
(d)    Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto and supersedes in their entirety all prior representations,
understandings, undertakings or agreements (whether oral or written and whether
expressed or implied) of the parties with respect to the subject matter hereof.
No waiver, alteration, or modification of any of the provisions of this
Agreement will be binding unless in writing and signed by duly authorized
representatives of the parties hereto and which specifically mention this
Agreement.

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(e)    Choice of Law. The validity, interpretation, construction, and
performance of this Agreement will be governed by the laws of the State of
California (with the exception of its conflict of laws provisions). Any claims
or legal actions by one party against the other arising out of the relationship
between the parties contemplated herein (whether or not arising under this
Agreement) will be commenced or maintained in any state or federal court located
in Santa Clara County, California, and Executive and the Company hereby submit
to the jurisdiction and venue of any such court.
(f)    Severability. The invalidity or unenforceability of any provision or
provisions of this Agreement will not affect the validity or enforceability of
any other provision hereof, which will remain in full force and effect.
(g)    Withholding. All payments made pursuant to this Agreement will be subject
to withholding of applicable income and employment taxes.
(h)    Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its duly authorized officer, as of the day and year set forth
below.
COMPANY:
 
 
 
 
 
 
 
 
GIGAMON INC.
 
 
 
 
 
 
 
 
By:    
/s/ Paul A. Hooper
 
Date:
5/16/2014
 
 
 
 
 
Title:
CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
EXECUTIVE:
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Sachi Sambandan
 
Date:
5/22/2014
Sachi Sambandan
 
 
 




-13-
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