VMware 2007 Annual Report Download - page 115

For the avoidance of doubt, in the event of a Termination 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 Termination Acceleration.
The Company agrees to provide assistance to you in securing and maintaining authorization for employment in the U.S. in accordance with the
terms of our Immigration Policy, a copy of which is included with this letter. You will be asked to sign this document on your first day of
employment with the Company. Furthermore, given the nature of your particular immigration situation, the Company retains sole discretion to
determine what efforts, if any, it will take to secure or maintain your future authorization for employment in the U.S., if and when your
permission to work in the U.S. has otherwise lapsed.
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are
free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at
any time, with or without cause, and with or without notice.
You agree that, during your employment with the Company, you will not engage in any other employment, occupation, consulting or other
business activity directly related to the business in which the Company is now involved or becomes involved during the term of your
employment, nor will you engage in any other activities that conflict with your obligations to the Company.
On your first day of employment you will be asked to submit verification of your legal right to work in the U.S., and to sign our Employee
Agreement. You will also be expected to sign and comply with an Employment, Confidential Information, and Invention Assignment
Agreement, which requires, among other provisions, the assignment of patent rights to any invention made during your employment at VMware
and non-disclosure of proprietary information. As a VMware employee, you will be expected to abide by Company rules and regulations.
Definitions
(a) any Person (as defined below), is or becomes the Beneficial Owner (within the meaning set forth in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (“the Exchange Act”)), directly or indirectly, of securities of 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 (b) below;
(b) there is consummated a merger or consolidation 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
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3
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2.
You terminate your employment for Good Reason (as defined below).
1.
For purposes of this offer letter agreement, a Change in Control will be deemed to have occurred if: