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Exhibit 10.14
AS AMENDED DECEMBER 10, 2007
VMWARE, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
Section 1. Purpose of Plan
The VMware, Inc. 2007 Employee Stock Purchase Plan (the “Plan”) is intended to provide a method by which eligible employees of
VMware, Inc. (“VMware”) and its subsidiaries (collectively, the “Company”) may use voluntary, systematic payroll deductions to purchase
VMware’s class A common stock, $.01 par value, (“stock”) and thereby acquire an interest in the future of VMware. For purposes of the Plan, a
subsidiary is any corporation in which VMware owns, directly or indirectly, stock possessing 50% or more of the total combined voting power
of all classes of stock unless the Board of Directors of VMware (the “Board of Directors”) determines that employees of a particular subsidiary
shall not be eligible.
Section 2. Options to Purchase Stock
Under the Plan, no more than 6,400,000 shares of stock are available for purchase (subject to adjustment as provided in Section 16)
pursuant to the exercise of options (“options”) granted under the Plan to employees of the Company (“employees”). The stock to be delivered
upon exercise of options under the Plan may be either shares of the Company’s authorized but unissued stock, or shares of reacquired stock, as
the Board of Directors shall determine.
Section 3. Eligible Employees
Except as otherwise provided in Section 20, each employee who has completed three months or more of continuous service in the employ
of the Company shall be eligible to participate in the Plan. Notwithstanding any other provision herein, individuals who are not
contemporaneously classified as employees of VMware or an eligible subsidiary for purposes of VMware’s or the applicable eligible
subsidiary’s payroll system are not considered to be eligible employees and shall not be eligible to participate in the Plan. In the event any such
individuals are reclassified as employees of VMware or an eligible subsidiary for any purpose, including, without limitation, common law or
statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit,
action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation.
Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of VMware or an
eligible subsidiary on the applicable payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly
executed by VMware, which specifically renders such individuals eligible to participate herein.