VMware 2013 Annual Report Download - page 177

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100% of any unvested PSUs (from the PSU grant recommended pursuant to this agreement) will become immediately vested (together
with the acceleration of RSUs, the “ Change-in-Control Accelerations”).
If you experience a termination of your employment with the Company without Cause or for Good Reason pursuant to this “Change-in-
Control” section, your right to receive the Change-in-Control Accelerations is subject to your signing and not revoking the Company’s
standard form of employee termination certificate and a general release of all claims you may have against the Company in a form
reasonably satisfactory to the Company, which form will include customary non-solicit and non-disparagement provisions (the “
Release ”).
POSITION: We anticipate that your role and responsibilities within VMware will meet the definition of an "officer" subject to disclosure
obligations under public company securities laws and regulations, including Section 16 (a " Section 16 Officer ") of the Securities and
Exchange Act of 1934, as amended (the “ Exchange Act ”). A recommendation will be made to the VMware Board of Directors (the "
Board ") for you to be so designated. The Board reviews the Company's Section 16 Officer designations from time to time and may, in its
sole discretion, add or remove a person from the list of Section 16 Officers at any time. You agree to comply fully with disclosure
requirements applicable to you and the Company at all times, including during such time that you may be designated a Section 16 Officer,
and you agree to comply fully with the Company's applicable policies and procedures regarding such disclosure.
DEFINITIONS: For purposes of this agreement, the terms set forth below will have the following meaning:
“Cause”. The occurrence of any of the following, as reasonably determined by the Company in good faith, will constitute “ Cause ”:
The Company is required to deliver a Notice of Termination (as defined below) to you and to provide 30 days to remedy the event or
condition giving rise to Cause (if such event or condition is capable of remedy) in order to terminate your employment for Cause. No
act or failure to act on your part will be deemed “willful” for purposes of this Cause definition unless committed or omitted by you in bad
faith and without reasonable belief that your act or failure to act was in, or not opposed to, the best interests of the Company.
“Change in Control”. “ Change in Control ” of the Company means and includes any of the following occurrences:
1.
willful neglect, failure or refusal by you to perform your employment duties (except resulting from your incapacity due to illness) as
reasonably directed by the Company;
2.
willful misconduct by you in the performance of your employment duties;
3.
your indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; or
4. your commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company and
its affiliates and subsidiaries, including, but not limited to, an act constituting misappropriation or embezzlement of property.
1. Any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes a Beneficial Owner in connection with subsection 2 below. For the
avoidance of doubt, any change in the Persons who are the direct or indirect Beneficial Owners of the securities of Parent will not
be deemed to constitute a change in the direct or indirect Beneficial Owners of the Company for purposes of this subsection (1);
2. There is consummated a merger or consolidation of the Company with any other corporation or similar entity, other than (A) a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or
any parent thereof outstanding immediately after such