VMware 2014 Annual Report Download - page 121

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Exhibit 10.28
Approved on February 25, 2015
Plan complies with applicable law (including Section 409A) or (b) the amendment or termination is not effective until one year after it is
communicated to all affected Participants and the amendment or termination is not adopted during a Protected Period. Notwithstanding anything
to the contrary, no amendment will be made if it would result in a delay or acceleration in payment, receipt of benefits or distribution of shares
that causes Code Section 409A(a)(1) to apply to payments or benefits hereunder.
13. Detrimental Activity . During the Protected Period, the “detrimental activity” provisions in the Company’s equity and incentive
plans will no longer apply to any award issued to the Participant under such plans, provided , however , that such “detrimental activity”
provisions will once more become effective if, and at such time that, the Protected Period terminates.
14. Entire Agreement . This CIC Plan represents the entire agreement between each Participant and the Company with respect to the
matters set forth herein and supersedes and replaces any prior agreements in their entirety. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter of this CIC Plan have been or will be made by either party except to the extent they are
expressly set forth herein. No future agreement between a Participant and the Company may supersede this CIC Plan as it applies to the
Participant, unless it is in writing and specifically makes reference to this CIC Plan. Nothing in this CIC Plan is intended to change any benefits
to which a Participant is entitled under any written agreement with the Company in the event the Participant’s employment is terminated under
circumstances other than a Separation from Service in connection with a Change in Control.
15. Participant’s Successors . Benefits and rights provided under this CIC Plan will inure to the benefit of and be enforceable by a
Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If a Participant
should die while any amounts are still payable to him or her hereunder, all such amounts, unless otherwise provided herein, will be paid in
accordance with the terms of this CIC Plan to the Participant’s devisee, legatee, or other designee or, if there be no such designees, to his or her
estate.
16. Funding . This CIC Plan will be unfunded. Any payment made under the CIC Plan will be made from the Company’s general
assets.
17. Waiver . No waiver by either party of any breach of, or of compliance with, any condition or provision of this CIC Plan by the
other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.
18. Headings . All captions and section headings used in this CIC Plan are for convenient reference only and do not form a part of
this CIC Plan.
19. Validity . The invalidity or unenforceability of any provision of this CIC Plan will not affect the validity or enforceability of any
other provisions of this CIC Plan, which will remain in full force and effect.
20. Withholding
. All payments made pursuant to this CIC Plan will be subject to withholding of applicable income and employment
taxes, and each Participant is responsible for all taxes of any nature whatsoever that are required by law to be paid in connection with the
benefits offered hereunder.
21. Applicable Law . This CIC Plan will be interpreted and enforced in accordance with the laws of the State of California (with the
exception of its conflict of laws provisions).
22. Settlement of Disputes. In the event of a dispute between the Participant and the Company for benefits under this CIC Plan,
Participant will provide notice of the dispute to the Board in writing with a written claim for benefits that the Participant believes to be due. The
Board will determine the disposition of such disputed claim. Any denial by the Board of a claim for benefits under the CIC Plan will be
delivered to the Participant in writing and will set forth the specific reasons for the denial and the specific provisions of this CIC Plan relied
upon. The Board will afford a reasonable opportunity to the Participant for a review of the decision denying a claim and will further allow the
Participant to appeal to the Board a decision within 60 days after notifications by the Board
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