VMware 2014 Annual Report Download - page 116

Exhibit 10.28
Approved on February 25, 2015
and not revoking a separation agreement and general release of all claims he or she may have against VMware and its officers, directors, agents
and affiliates arising out of or relating to his or her employment with VMware and the termination of his or her employment with VMware (the
“Release ”) in a form reasonably satisfactory to the Company, which form will include a customary nonsolicit provision:
(a) The Participant will be entitled to receive a lump sum severance payment in cash consisting of:
(i) the applicable multiple determined in accordance with Schedule A times the sum of (i) his or her Base Salary plus (ii)
the Participant’s Historic Bonus Target, or, if a Participant is compensated via the Company’s on-target earnings or other sales commission-
based programs, the applicable multiple of such Participant’s On-Target Earnings;
(ii) the aggregate amount of Insurance Premiums determined in accordance with Schedule A
The foregoing severance payment (the “ Severance Payment ”) is composed of two parts: (i) the amount to which the Participant
would otherwise be entitled under a Plan with respect to cash severance payments in the absence of this CIC Plan, assuming the conditions
resulting in the entitlement to such payments in such Plan have occurred (the “ Base Severance Payment ”), and the additional amount, if any,
provided above (the “ Enhanced Severance Payment ”). The amount of the Enhanced Severance Payment will be reduced by the amount of the
Base Severance Payment, if any, so that the total of cash severance payments will not exceed the sum of the amounts calculated pursuant to
subsections (i) and (ii) above of this Section 3(a). All Severance Payments are payable in lump sum, except as provided in the following
sentence. If, with respect to a Participant, the Base Severance Payment, if any, is not exempt from the definition of “nonqualified deferred
compensation” under Section 409A, then such Base Severance Payment will be payable in the form provided under the applicable Plan and the
Enhanced Severance Payment, if any, will be payable in lump sum. Notwithstanding the foregoing, the Participant’s receipt of benefits under
this subsection (a) is subject to subsection (c) and to Sections 5 and 6 below.
(b) The Participant will be entitled to the following treatment of his or her Equity Awards:
(iv) All outstanding unvested Company stock options, and stock appreciation rights (collectively, the “Option Rights” ),
restricted stock, performance shares, restricted stock units, performance stock units and other equity-based awards held by the Participant as of
the Termination Date (collectively, the “Equity Awards” ) (including any Equity Awards assumed by the Company in connection with its
acquisition of another entity) will immediately be 100% vested and, to the extent subject to an exercise feature, exercisable) as of the
Termination Date. The Participant will be entitled to exercise any Option Rights until the expiration of 90 days following the Payment Date (or
until such later date as may be applicable under the terms of the award agreement governing the Option Right upon termination of employment),
subject to the maximum full term of the Option Right. To the extent an Equity Award is subject to a Section 409A payment restriction, vesting
of such Equity Award will be accelerated as specified above but settlement shall be made in accordance with the terms of the applicable Plan and
the requirements of Section 409A; and
(v) With respect to any performance-
based Equity Award whose vesting is accelerated pursuant to subsection (i) above, it is
the intent of this Section 3 that the vesting of such award be accelerated so that the Participant becomes vested in connection with his or her
Involuntary Termination in the number of shares subject to the award in which he or she would have been vested had the target level of
performance specified under the original terms of the award been achieved (and to the extent any time-
based vesting provisions apply in addition
to the performance vesting conditions, as if the Participant satisfied all such time-based vesting provisions).
(vi) Notwithstanding anything to the contrary above,
(x) in no event will performance-based Equity Awards (other than Option Rights) intended to qualify as performance-
based compensation for purposes of Code Section 162(m) with respect to which the performance has not already been fixed be accelerated under
this subsection 3(b) in the event of a Change in Control covered by Section 2(d)(v), and
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