VMware 2007 Annual Report Download - page 113

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Exhibit 10.24
November 30, 2007
Richard Sarwal
Dear Richard,
This letter supersedes all offer letters dated before November 30, 2007.
We are pleased to offer you a position with VMware, Inc. (the “Company”) as Executive Vice President, Research and Development,
commencing on Friday, November 30, 2007. You will report to the Chief Executive Officer of the Company. Your annual salary of $550,000
(“Base Salary) will be paid semi-monthly in accordance with the Company’s normal payroll procedures You will be eligible to participate in the
Company’s benefit plans and programs available to our full-time regular employees.
You will be eligible for a performance bonus in accordance with VMware’s bonus programs as they may be amended from time to time.
Currently, you will be eligible for a bonus of up to 50% of your Base Salary on an annualized basis, which will be paid semi-annually on a
prorated basis from your date of hire through the end of the bonus period. Eligibility and the amount of the bonus will be based upon VMware’s
financial performance and achievement of your goals and objectives for the bonus period. In addition, you must be in good standing with your
performance and employed at the time the bonus check is distributed to be eligible for the bonus.
As a key employee of VMware, a recommendation will be made to the Compensation and Corporate Governance Committee of the VMware
Board (the “Committee”) that you be granted a non-qualified stock option to purchase shares of VMware Class A common stock and restricted
stock units as detailed below at an upcoming meeting of the Committee following your date of hire. The vesting, exercise price and other terms
of the stock option and restricted stock units, as applicable, will be set by the Committee at that meeting Any stock option and restricted stock
units granted to you will be governed by the terms and conditions of the applicable grant agreement and the VMware 2007 Equity and Incentive
Plan. The details of the grant recommendation are as follows:
Stock Options
You will be recommended for a non-qualified stock option to purchase 100,000 shares of VMware Class A common stock. Subject to the
terms of the VMware 2007 Equity and Incentive Plan and the stock option agreement, this stock option will vest over four years, with 25%
of the shares subject to the option vesting on the first anniversary of the date of grant and monthly thereafter at a rate of 2.0833% of the
shares subject to the option. The option exercise price will be equal to the fair market value of VMware Class A common stock on the date
of the grant.
Restricted Stock Units
You will be recommended for a grant of 125,000 restricted stock units (the “RSUs”). Subject to the terms of the VMware 2007 Equity and
Incentive Plan and the restricted stock unit agreement, these restricted stock units will vest over four years, with 25% of the restricted stock
units vesting on each anniversary of the date of grant (the “Grant Date”).
Restricted Stock Units - Annual Top-Up
(a) If you remain in continuous employment with the Company through the first anniversary of the Grant Date and, on the first vesting date
of the RSUs you do not realize taxable income in respect of the RSUs of at least $1,250,000, VMware will pay you a cash amount equal to
$1,250,000 less the amount of the taxable income you realized in respect of the RSUs on the first vesting date (a “Top-Up Payment”).