VMware 2013 Annual Report Download - page 179

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facts and circumstances claimed to provide a basis for such termination of your employment under the provision so indicated.
“Parent” means EMC Corporation, a Massachusetts corporation.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a group as defined in Section 13(d) of the Exchange Act but excluding (i) the Company or Parent, any of their
respective subsidiaries or any employee benefit plan sponsored or maintained by the Company, Parent or any of their respective
subsidiaries (including any trustee or other fiduciary of any such plan), (ii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
SECTION 409A EXEMPTION : It is intended that the payments and other compensation contemplated by this agreement satisfy, to the
greatest extent possible, the exemption from the application of Section 409A of the Code, provided under Treasury Regulation Section 1.409A-
1(b)(4) or comply with Code Section 409A, and that this agreement will be so interpreted and administered. Notwithstanding the foregoing, if
the Company determines that payments and other compensation pursuant to this agreement may not either be exempt from or compliant with
Code Section 409A, the Company may, with your prior written consent, adopt such amendments to this agreement or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines
are necessary or appropriate to (i) exempt such payments and other compensation from Code Section 409A and/or preserve the intended tax
treatment of such payments and other compensation, or (ii) comply with the requirements of Code Section 409A; provided, however, that there
is no obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, and in any event,
no such action will reduce the amount of payments or other compensation that is owed to your under this agreement without your prior written
consent.
PARACHUTE PAYMENTS : In the event that the payments and benefits provided to you herein or otherwise by the Company constitute
“parachute payments” within the meaning of Section 280G of the Code and would, but for this provision, be subject to the excise tax imposed
by Section 4999 of the Code (the “ Excise Tax”), then your payments and benefits shall be either be (i) delivered in full (it being understood
that no gross-ups for taxes that may be due on such amounts should be added to such amounts) or (ii) delivered as to such lesser extent as
would result in no portion of such amounts being subject to the Excise Tax, whichever of the foregoing results in the receipt by you on an after
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tax basis of the greatest amount, notwithstanding that all or some of the amounts may be taxable under Section 4999 of the Code. If a
reduction is to occur pursuant to the prior sentence, unless an alternative election is permitted by, and does not result in taxation under,
Section 409A and is timely elected by you, the payments and benefits shall be cutback in the following order: any cash severance you are
entitled to (starting with the last payment due), then other cash amounts that are parachute payments (starting with the last payment due), then
any stock options that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), then
restricted stock and restricted stock units based on the last ones scheduled to be distributed and then other stock options based on the latest
vesting tranches.
IMMIGRATION: The Company agrees to provide assistance to you in securing and maintaining authorization for employment in the U.S. in
accordance with the terms of our Immigration Policy, a copy of which is included with this letter. The Company retains sole discretion to
determine what efforts, if any, it will take in the future to secure or maintain your continuing authorization to work in the U.S., should your
authorization to work in the U.S. end or otherwise lapse during the period of your employment with the Company. By accepting this offer, you
have read and understand the Immigration Policy.
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you
are free to resign at any time, for any reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with
or without cause, and with or without notice.
On or before your first day of employment you will be asked to submit verification of your legal right to work in the U.S. If you do not submit
verification of your legal right to work in the U.S. by the third day after your first day of employment, the Company reserves the right to rescind
this offer of employment.