VMware 2009 Annual Report Download - page 115

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2. You terminate your employment for Good Reason (as defined below) during the first twelve months after a Change in Control.
Certain Terminations
If the Company terminates your employment without Cause or you terminate your employment with Good Reason and the paragraphs in
the “Change in Control” section above do not apply to such termination of termination of employment, then 50% of any unvested RSUs
(from the grant of 35,000 RSUs, described above) and 50% of any unvested stock options (from the grant of 90,000, described above) will
become immediately vested upon such termination.
Definitions
1. For purposes of this offer letter agreement, a Change in Control will be deemed to have occurred if:
(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
(c) 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.
Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this
offer letter agreement by virtue of (i) any transaction which results in you, or a group of Persons in which you have a substantial interest,
acquiring, directly or indirectly, 35% or more of either the then outstanding shares of common stock of the Company or the combined voting
power of the Company’s
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