VMware 2014 Annual Report Download - page 120

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Exhibit 10.28
Approved on February 25, 2015
(ii) If the Termination Date is extended in accordance with subsection (i) above, the Company will continue to pay the
Participant the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, the Base Salary)
and continue the Participant as a participant in all Plans in which the Participant was participating when the notice giving rise to the dispute was
given, until the Termination Date, as determined in accordance with subsection (i) above. Amounts paid under this Section 7(c) are in addition to
all other amounts due under this CIC Plan and will not be offset against or reduce any other amounts due under this CIC Plan
8. No Mitigation
. No Participant will be required to mitigate the amount of any payment provided for in Section 3 hereof by seeking
other employment or otherwise, nor will the amount of such payment be reduced by reason of compensation or other income a Participant
receives for services rendered after his or her Involuntary Termination from the Company.
9. Exclusive Remedy . In the event of a Participant’s Involuntary Termination during a Change in Control Period, the provisions of
Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Participant or the Company may otherwise
be entitled (including any contrary provisions in any employment agreement between the Participant and VMware), whether at law, tort or
contract, in equity, or under this CIC Plan.
10. Company’s Successors
. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform the obligations
under this CIC Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken
place. As used in this Section 10, the “Company” includes any successor to its business or assets as aforesaid that executes and delivers this CIC
Plan or that otherwise becomes bound by all the terms and provisions of this CIC Plan by operation of contract or law.
11. Notice . All notices, deliveries and other communications provided for in this CIC Plan must be in writing and will be deemed
given if sent via email or delivered by globally recognized express delivery service (with a required email copy, receipt of which need not be
acknowledged) to the parties at the addresses listed after their signature. Any such notice, delivery or communication will be deemed to have
been delivered and received (a) in the case of email, on the date that the recipient acknowledges having received the email, with an automatic
“read receipt” not constituting acknowledgment of an email for purposes of this section, and (b) in the case of a globally recognized express
delivery service, on the business day that receipt by the addressee is confirmed pursuant to the service’s systems. The Company and any
Participant may update this address for notice by giving the other party written notice of the new address.
If notice is given to the Company or the Board:
VMware, Inc.
3401 Hillview Ave.
Palo Alto, CA 94304
Attn: General Counsel, email: GeneralCounsel@vmware.com
If notice is given to the Participant:
To the Participant’s home address on file with the Company, with a copy to Participant’
s home email address on file with the Company.
12. CIC Plan Modification and Termination.
Except as set forth below, no provision of this CIC Plan may be modified or terminated,
unless as to a Participant such modification or termination is agreed to in writing and signed by such affected Participant and by an authorized
member of the Committee or its designee, or by the respective parties’ legal representatives and successors. The consent requirement of the
preceding sentence will not apply to the extent that (a) amendments provide additional benefits to Participants or are required so that the CIC
10