VMware 2007 Annual Report Download - page 114

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(b) If you remain in continuous employment with the Company through the second anniversary of the Grant Date and, if on the second
vesting date of the RSUs, the sum of the taxable income you realized on the first and second vesting dates in respect of the RSUs
(including the amount of a Top-Up Payment, if any, paid to you pursuant to paragraph (a) above) is not at least $2,500,000, VMware will
pay you a cash amount (a Top-Up Payment) equal to $2,500,000 less the sum of the taxable income you realized in respect of the RSUs on
the first and second vesting (which sum shall include the amount of a Top-Up Payment, if any, paid to you pursuant to paragraph
(a) above).
(c) If you remain in continuous employment with the Company through the third anniversary of the Grant Date and, if on the third vesting
date of the RSUs, the sum of the taxable income you realized on the first, second and third vesting dates in respect of the RSUs (including
the amount of Top-Up Payments, if any, paid to you pursuant to paragraphs (a) and (b) above) is not at least $3,750,000, VMware will pay
you a cash amount (a Top-Up Payment) equal to $3,750,000 less the sum of the taxable income you realized in respect of the RSUs on the
first, second and third vesting dates (which sum shall include the amount of Top-Up Payments, if any, paid to you pursuant to paragraphs
(a) and (b) above).
(d) If you remain in continuous employment with the Company through the fourth anniversary of the Grant Date and, if on the fourth
vesting date of the RSUs, the sum of the taxable income you realized on the first, second, third and fourth vesting dates in respect of the
RSUs (including the amount of Top-Up Payments, if any, paid to you pursuant to paragraphs (a), (b) and (c) above) is not at least
$5,000,000, VMware will pay you a cash amount (a Top-
Up Payment) equal to $5,000,000 less the sum of the taxable income you realized
in respect of the RSUs on the first, second, third and fourth vesting dates (which sum shall include the amount of Top-
Up Payments, if any,
paid to you pursuant to paragraphs (a), (b) and (c) above).
(e) Any Top-Up Payment due to you as a result of the foregoing shall be made to you within five (5) business days following the
applicable vesting date.
Change In Control
If there is a Change in Control (as defined below), in lieu of any other severance or termination compensation (unless otherwise required by
law), 100% of any unvested RSUs (from the recommended grant of 125,000 RSUs, described above) and 100% of any unvested stock options
(from the recommended grant of 100,000 shares, described above) will become immediately vested (“Change-in-Control Acceleration”) in the
event that:
1. The Company terminates your employment without Cause (as defined below) during the first twelve months after a Change in Control, or
2. You terminate your employment for Good Reason (as defined below) during the first twelve months after a Change in Control.
For the avoidance of doubt, in the event of a Change in Control Acceleration, you will not be entitled to receive an additional Top-Up Payment
beyond the last Top Up Payment, if any, you were entitled to on the Grant Date anniversary immediately preceding such Change in Control
Acceleration.
Involuntary Termination of Employment Prior To Change In Control
During your first two years of employment with the Company, in lieu of any other severance or termination compensation, 50% of RSUs granted
(from the recommended grant of 125,000 RSUs, described above), less any RSUs that have already vested from the recommend grant described
above, will become immediately vested in the event (a “Termination Acceleration”) that:
-
2
-
1.
The Company terminates your employment without Cause (as defined below), or