VMware 2014 Annual Report Download - page 119

Download and view the complete annual report

Please find page 119 of the 2014 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 128

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128

Exhibit 10.28
Approved on February 25, 2015
7. Termination of Employment . During the Protected Period, any termination of the Participant’s employment (other than by reason
of death) will be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with this Section
7, and no purported termination by the Company effected other than pursuant to a Notice of Termination satisfying the requirements of this
Section 7 will be effective.
(a) Termination by the Company . If the Company terminates the Participant’s employment for Cause, without Cause or due to
Disability, the Company will provide a Notice of Termination that specifies the specific termination provision in this CIC Plan relied upon and
set forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the
provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative
vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose of considering
such termination (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be
heard before the Board). The resolutions must include a finding that, in the good faith opinion of the Board, the Participant was guilty of conduct
set forth in the definition of Cause in Section 2(c) of this CIC Plan, and must specify the particulars thereof in detail. The Notice of Termination
must provide the Participant 30 days to remedy the event or condition giving rise to Cause (if such event or condition is capable of remedy) in
order to terminate his or her employment for Cause.
(b) Resignation of Participant. If the Participant resigns from his or her employment with the Company for Good Reason or due to
Disability, the Participant will provide a Notice of Termination that specifies the specific termination provision in this CIC Plan relied upon and
set forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the
provision so indicated. In the case of a resignation due to Disability, the Notice of Termination may be provided by a person authorized to act on
Participant’s behalf. Further, in the case of a termination for Good Reason, the following steps must be followed in order to entitle Participant to
benefits under Section 3 above:
(i) The Participant must provide a Notice of Termination to the senior officer of the Company’s Human Resources group of
his or her intention to terminate due to an event or condition set forth in the definition of Good Reason set forth in Section 2(j) of this CIC Plan
that specifies the particulars thereof in detail. The Participant must provide the Notice of Termination within 90 days of the initial occurrence or
existence of such event or condition and provide the Company with 30 days from receipt of the notice to remedy the event or condition;
(ii) The Company must fail to effect such remedy within the 30-day cure period; and
(iii) The effective date of the resignation must occur within 90 days after the end of the 30-day cure period.
In order for a Participant’s resignation to be deemed to be for Good Reason pursuant to this CIC Plan, the initial occurrence or
existence of the event or condition constituting Good Reason must take place during the Protected Period and the Participant’s Termination Date
must occur during the Change in Control Period.
(c) Disputes Concerning Termination
(i) If within 10 days after any Notice of Termination is given, or, if later, prior to the Termination Date, the party receiving
such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Termination Date will be extended until
the earlier of (i) the date on which the Change in Control Period ends or (ii) the date on which the dispute is finally resolved, either by mutual
written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided , however , that the
Termination Date will be extended by a notice of dispute given by the Participant only if such notice is given in good faith and the Participant
pursues the resolution of such dispute with reasonable diligence.
9