Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2012, Ubiquiti Networks, Inc. (the "Company"), entered into a retention agreement (the "Agreement") with John Ritchie pursuant to which Mr. Ritchie will continue to serve as the Company's principal financial officer through February 28, 2013. Under the terms and subject to the conditions of the Agreement, Mr. Ritchie will receive (i) his salary rate currently in effect,
(ii) a pro rata portion of his target bonus for the fiscal year ending June 30, 2013 and (iii) payments for continued health coverage under the Company's group health plan until December 31, 2013. While Mr. Ritchie is employed with the Company, all stock options held by Mr. Ritchie will continue to vest and be exercisable in accordance with their terms.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with the Company's next quarterly report on Form 10-Q.

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