VMware 2014 Annual Report Download - page 115

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Exhibit 10.28
Approved on February 25, 2015
(p) “Key Employee” means an employee who is determined by the Company to be a “specified employee” in accordance with
Section 409A of the Code.
(q) “Notice of Termination” means a notice that indicates whether a proposed termination is, if provided by the Company, (A) for
Cause or (B) without Cause; and if provided by the Participant, (C) for Good Reason. Additionally, Notice of Termination refers to a notice that
indicates whether a proposed termination is due to Disability, which notice may be provided by the Company or the Participant.
(r) “On-Target Earnings ” means, with respect to a Participant compensated via the Company’s on-target earnings or other sales
commission-based programs, the Participant’s highest annualized compensation rate for on-target performance during the Protected Period.
(s) “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 EMC, any of their respective
subsidiaries or any employee benefit plan sponsored or maintained by the Company, EMC 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, provided, however , that the exclusion from this definition of EMC, its subsidiaries or employee benefits plans sponsored by
EMC, as set forth in subclause (i), will no longer apply and will not be reinstated once EMC is no longer the Beneficial Owner, directly or
indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities.
(t) “ Plan” means any compensation plan such as an incentive plan, or any employee benefit plan such as a thrift, pension, profit
sharing, medical, disability, accident, life insurance plan or a relocation or vacation plan or policy or any other plan, program or policy of the
Company or its subsidiaries intended to benefit employees.
(u) “Potential Change in Control” means the occurrence of any one of the following: (i) the Company or EMC, as applicable,
enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) the Company, EMC or any
Person publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control; (iii) an
event that constitutes a Change in Control; or (iv) the Board adopts a resolution that for purposes of this CIC Plan a Potential Change in Control
has occurred.
(v) “Protected Period” means the period commencing upon the earlier of an event constituting (i) a Potential Change in Control, or
(ii) a Change in Control, and concluding upon the earlier of (A) termination of the CIC Plan with respect to a Participant as set forth in Section 1
above, or (B) termination of the agreement or event that triggered a Potential Change in Control prior to consummation of the Change in Control
contemplated by such agreement or event.
(w) “Section 409A” means Code Section 409A together with final regulations promulgated thereunder and any other written
interpretive guidance issued by the Department of Treasury or the Internal Revenue Service.
(x) “Separation from Service” or “Separates from Service” means a termination of employment with the Company that the
Company determines is a “separation from service” in accordance with Section 409A of the Code.
(y) “Termination Date” means the date of Participant’s Separation from Service with the Company due to an Involuntary
Termination.
3. Compensation Upon Involuntary Termination In Connection with a Change in Control . Subject to Sections 4, 5 and 6 below, if a
Participant (a) experiences an Involuntary Termination during the Change in Control Period, or (b) experiences a Good Reason to resign during
the Protected Period and resigns for Good Reason during the Change in Control Period following the procedures prescribed in Section 7(b), then
subject to his or her signing
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