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Mark Peek
March 16, 2007
Page Two
Appendix A
Change in Control
A Change in Control will be deemed to have occurred if:
(i) any Person is or becomes the Beneficial Owner (within the meaning set forth in Rule 13d—3 under the Securities Exchange Act
of 1934), directly or indirectly, of securities of VMware, Inc, (the “Company”)
representing 35% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company’
s then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in paragraph (iii);
(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who,
on the date hereof, constitute the Board of Directors of the Company (the “Board”) and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’
s stockholders
was approved or recommended by a vote of at least two-thirds (2/3) of the directors then in office who either were directors on June 7, 2007 or
whose appointment, election or nomination for election was previously so approved or recommended;
(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or
any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company
or its affiliates representing 35% or more of the combined voting power of the Company’s then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or substantially all of the Company’
s assets, other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of
which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to
such sale.