VMware 2010 Annual Report Download - page 65

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Table of Contents
trademark, trade secret, and/or other intellectual property right. Certain of these agreements require us to indemnify the other party against
certain claims relating to property damage, personal injury, or the acts or omissions by us and our employees, agents, or representatives.
We have agreements with certain vendors, financial institutions, lessors and service providers pursuant to which we have agreed to
indemnify the other party for specified matters, such as acts and omissions by us and our employees, agents, or representatives.
We have procurement or license agreements with respect to technology that we have obtained the right to use in our products and
agreements. Under some of these agreements, we have agreed to indemnify the supplier for certain claims that may be brought against such party
with respect to our acts or omissions relating to the supplied products or technologies.
We have agreed to indemnify our directors and executive officers, to the extent legally permissible, against all liabilities reasonably
incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or
officer. Our by-laws and charter also provide for indemnification of our directors and officers to the extent legally permissible, against all
liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or
having been a director or executive officer. We also indemnify certain employees who provide service with respect to employee benefits plans,
including the members of the Administrative Committee of the VMware 401(k) Plan.
In connection with certain acquisitions, we have agreed to indemnify the former directors and officers of the acquired company in
accordance with the acquired company’s by-
laws and charter in effect immediately prior to the acquisition or in accordance with indemnification
or similar agreements entered into by the acquired company and such persons. We typically purchase a “tail” directors’ and officers’ insurance
policy, which should enable us to recover a portion of any future indemnification obligations related to the former officers and directors of an
acquired company.
It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited history with prior
indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under
these agreements have not had a material effect on our consolidated financial position, results of operations, or cash flows.
Contractual Obligations
We have various contractual obligations impacting our liquidity. The following represents our contractual obligations as of December 31,
2010:
62
Payments Due by Period
Total
Less than
1 year
1
-
3
years
-
5
years
More than
5 years
Note payable to EMC
$
450.0
$
—
$
450.0
$
—
$
—
Operating leases
421.3
40.8
63.1
42.4
275.0
Other agreements
65.7
15.7
22.8
5.8
21.4
Sub
-
Total
$
937.0
$
56.5
$
535.9
$
48.2
$
296.4
Uncertain tax positions
107.9
Total
$
1,044.9
(1)
Includes payments from January 1, 2012 through December 31, 2013.
(2)
Includes payments from January 1, 2014 through December 31, 2015.
(1) (2)
(3)
(4)
(5)
(6)