VMware 2014 Annual Report Download - page 114

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Exhibit 10.28
Approved on February 25, 2015
(ii) a material diminution by the Company in the Participant’s base salary, or a material diminution by the Company in the
Participant’s target level of annual incentive bonus relative to his or her highest base salary and highest target level of annual incentive bonus,
respectively, or, if applicable a material diminution by the Company in the Participant’s On-Target Earnings, during the Protected Period;
(iii) relocation of the Participant’s principal place of employment to a location more than 50 miles from his or her principal
place of employment, except for required travel on the Company’s business to an extent substantially consistent with the business travel
obligations that the Participant undertook on behalf of the Company prior to the Change in Control;
(iv) any purported termination of the Participant’
s employment by the Company during the Change in Control Period that is
not effected pursuant to a Notice of Termination satisfying the requirements of Section 2(q) below; or
(v) a material breach of the Company’s obligations under this CIC Plan (including without limitation the failure of the
Company to obtain the assumption of this CIC Plan pursuant to Section 10).
The Participant’s right to terminate the Participant’s employment for Good Reason will not be affected by the Participant’s
incapacity due to physical or mental illness. In order for a Participant to invoke a termination due to Good Reason in a manner that would entitle
him or her to benefits under Section 3 below, the Participant must provide a Notice of Termination to the Company and Separate from Service in
accordance with the procedure set forth in Section 7(b) below.
(k) “Historic Bonus Percentage” means, with respect to each Participant, the Participant’s highest target bonus percentage
applicable during the Protected Period.
(l) “Historic Bonus Target” means a Participant’s Historic Bonus Percentage multiplied by his or her Base Salary.
(m) “Incumbent Board” means the members of the Board as of the date this CIC Plan is finally approved by the Board or
Committee, as the case may be. Notwithstanding the preceding sentence, any individual who becomes a member of the Board after such
effective date whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board will be considered as though such member were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board.
(n) “Insurance Premiums” means 150% of the amount of the aggregate monthly insurance premium payments necessary to procure
coverage for Participant and Participant’s covered dependents of health and dental insurance benefits substantially similar to those provided to
the Participant and Participant’s covered dependents under the Company’s Plans immediately prior to the Termination Date. To the extent that
health or dental insurance continuation coverage is made available to Participant and Participant’s covered dependents under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the monthly amount of the insurance premium payments necessary to procure such
coverage for Participant and Participant’
s covered dependents will equal the monthly cost required to obtain such COBRA continuation coverage
for the first month following the Termination Date under the health and dental insurance programs in which Participant and Participant’
s covered
dependents were participating on the Termination Date.
(o) “Involuntary Termination ” of a Participant’s employment with the Company will occur only upon a Separation from Service
due to termination of Participant’s employment by the Company without Cause or resignation by Participant due to Good Reason. A termination
of employment as a result of the Participant’s death or Disability is not considered an Involuntary Termination.
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