VMware 2013 Annual Report Download - page 175

Exhibit 10.28
July 18, 2013
Dear Sanjay,
We are pleased to offer you a position with VMware, Inc. (the “ Company ”) as Executive Vice President and General Manager EUC,
commencing on August 5, 2013. You will report to Pat Gelsinger, the Company’s Chief Executive Officer.
VMware is extending this offer to you based upon your general knowledge, experience, skills and abilities, and not because of your knowledge
of any confidential information or trade secrets of any current or former employer or any other entity or person. By signing this offer letter, you
agree that you have received, read, understand and agree to comply with VMware’s standard form Employment Agreement (copy enclosed) in
which you agree, among other things, as a condition of employment at VMware, that you will not use or disclose any proprietary information or
trade secrets of any former or concurrent employer or other person or entity and that you will not bring onto the premises of VMware (including
VMware information systems) any unpublished document or proprietary information belonging to any former or concurrent employer, person or
entity unless consented to in writing by the employer, person or entity.
SALARY: Your annual salary of $600,000 will be paid semi-monthly in accordance with the Company’s normal payroll procedures. The
Company, in its sole discretion, may modify job titles, job duties, and managers from time to time as it deems necessary. As a full-time exempt
employee you will be eligible to participate in the Company's benefit plans and programs, which may be amended from time to time.
BONUS: You will be eligible to participate in VMware’s bonus program as it may be amended from time to time. You will be eligible for an
annual target bonus opportunity of 100% of your eligible compensation. Pursuant to the terms and conditions set forth in VMware’
s bonus plan,
any bonus for which you become eligible will be measured and funded on a semi-
annual basis, with the actual payout based on achievement of
VMware financial goals and your individual performance, as approved by management. Any bonus payment for your initial period of
employment will be prorated based on your actual start date. VMware reserves the right to modify or discontinue your bonus opportunity at any
time.
SIGN-ON BONUS: You are eligible to earn a sign-on bonus of $600,000, less applicable withholdings. This amount will be paid within forty-
five (45) days of your start date. You will earn this sign-on bonus only if you remain employed with the Company for at least one (1) year from
your start date. If you voluntarily terminate your employment for any reason within one (1) year of your start date, you will not earn the sign-on
bonus, and will be obligated to immediately return to the Company the full amount of your sign-on bonus. By accepting this offer, you agree to
promptly reimburse the Company for the full amount of your sign-on bonus if you do not earn it (as defined in this paragraph).
EQUITY : A recommendation will be made to the Compensation and Corporate Governance Committee of VMware’s Board of Directors (the “
Committee ”) that you be granted equity awards with a total target value of $8,500,000 (the " Target Value ") for shares of VMware Class A
common stock at a meeting of the Committee after your date of hire. Subject to Committee approval, $3,500,000 of the Target Value will
be awarded as restricted stock units (“ RSUs ”), $4,000,000 of the Target Value will be awarded as an option to purchase VMware common
stock (" stock option ") and $1,000,000 of the Target Value will be awarded as performance stock units (“ PSUs ”). The vesting, exercise
price and other terms of the PSUs, stock option and RSUs, as applicable, will be set by the Committee at that meeting. The stock option,
RSUs and PSUs granted to you will be governed by the terms of the applicable grant agreement and the VMware 2007 Equity and Incentive
Plan. The details of the grant recommendation are as follows: