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Exhibit 10.28
Approved on February 25, 2015
VMware, Inc.
February 25, 2015
Change in Control Retention Plan
The Company considers it essential to the best interests of its stockholders to attract senior-level executives and to foster the continuous
employment of key management personnel. In this connection, the Board of Directors of the Company (the “ Board ” ), recognizes that from
time to time the possibility of a Change in Control may exist and that such possibility, and the uncertainty such circumstances can raise among
members of management, may result in the departure or distraction of management personnel to the detriment of the Company and its
stockholders.
The Board has determined that appropriate steps should be taken to ensure the continuity of management and to foster objectivity in the
face of such potentially disruptive circumstances. In order to induce the Company officers and other key personnel described on Schedule A ,
which list may be amended from time to time (each, a “ Participant ”), to remain in the employ of the Company and in consideration of a
Participant’s further services to the Company, the Company agrees that effective as of the date on which a Participant signs the attached
Schedule B (“ Consent to Accept Plan Benefits ”), such Participant will receive the severance benefits from the Company set forth in this
Change in Control Retention Plan (“ CIC Plan ”) in the event any such Participant Separates from Service with the Company or a subsidiary of
the Company who is the Participant’s direct employer (the Company and any such employing subsidiary, “ VMware ”) in connection with a
Change in Control of the Company under the circumstances described below.
The Compensation and Corporate Governance Committee of the Board (the “ Committee ”) is responsible for selecting and designating
eligible individuals employed by VMware as Participants.
It is a condition for eligibility to receive benefits under this CIC Plan that each Participant waive any and all severance benefits
conditioned on a Change in Control to which he or she might otherwise have been entitled under any prior agreement, arrangement or policy
should the Participant Separate from Service to VMware (as each term is defined below), and this CIC Plan supersedes and replaces in all
respects any rights a Participant had to such benefits other than as set forth herein.
1. Term of CIC Plan . This CIC Plan continues in effect with respect to a Participant until the earliest of (i) any termination of such
Participant’s employment that occurs outside of the Change in Control Period; (ii) any termination of such Participant’s employment that occurs
during the Change in Control Period that is not an Involuntary Termination; (iii) the Company’s satisfaction of all of its obligations to the
Participant under this CIC Plan; (iv) the execution of a written agreement between the Company and the Participant terminating his or her rights
under this CIC Plan; (v) immediately following the end of the Change in Control Period if such Participant has not experienced an Involuntary
Termination; or (vi) the Release Deadline Date (as defined in Section 3(c) below) if the Release described in Section 3 has not then become
effective with respect to the Participant.
2. Definitions . As used in this CIC Plan:
(a) “Base Salary” means the highest annualized base salary rate that a Participant was paid by the Company at any point during the
Protected Period.
(b) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
(c) “Cause” for termination of a Participant’s employment during the Protected Period will exist in the event of any one or more of
the following:
(i) willful and continued failure by the Participant to perform substantially the duties and responsibilities of his or her
employment position with the Company after a written demand for substantial