VMware 2009 Annual Report Download - page 114

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Exhibit 10.28
Dawn Smith
Dear Dawn,
We are pleased to offer you a position with VMware, Inc. (the “Company”) as Senior Vice President and General Counsel, commencing on a
mutually agreed upon date to be determined. You will report to the Office of the President. Your annual salary of $400,000 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, as they may be amended from time to time in the sole discretion of the Company, which are available to the Company’s full-time
regular employees in similarly situated positions.
You will be eligible to earn a performance bonus in accordance with VMware’s executive bonus program as it may be amended from time to
time. Currently, you will be eligible for a target bonus of 75% 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.
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 an option to purchase shares of VMware Class A common stock and restricted stock units as
detailed below at a meeting of the Committee after 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 Option
You will be recommended for an option to purchase 90,000 shares of VMware Class A common stock. Subject to the terms of the
applicable stock plan, 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 35,000 restricted stock units. Subject to the terms of the VMware 2007 Equity and Incentive Plan,
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.
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 35,000 RSUs, described above) and 100% of any unvested stock
options (from the recommended grant of 90,000 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