VMware 2009 Annual Report Download - page 116

Download and view the complete annual report

Please find page 116 of the 2009 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

then outstanding securities or (ii) EMC Corporation’s (“EMC”) distribution of the Company’s shares in a transaction intended to qualify as a
distribution under section 355 of the Internal Revenue Code of 1986, as amended.
2. For purposes of this offer letter agreement, the occurrence of any of the following shall constitute “Cause,” provided that you have
been given notice by the Company of the existence of Cause and, if the existence of Cause is curable, a reasonable opportunity to cure the
existence of such Cause:
(a) willful neglect, failure or refusal by you to perform your employment duties (except resulting from your incapacity due to illness)
as reasonably directed by the Company;
(b) willful misconduct by you in the performance of your employment duties;
(c) your indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude;
(d) your commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company
and/or its affiliates and/or its subsidiaries, including, but not limited to, an act constituting misappropriation or embezzlement of property; or
(e) your material violation of VMware’s Key Employee Agreement and/or a material violation of any other VMware policies
including but not limited to the Business Conduct guidelines.
The determination of Cause will be made by the Company in its sole discretion.
3. For purposes of this offer letter agreement, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) EMC, the Company or any of their respective
subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such securities and (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
4. For purposes of this offer letter agreement, “Good Reason” for termination by you of your employment shall mean the occurrence
(without your express written consent) of any of the following:
(a) any materially adverse alteration in your roles, titles, reporting relationship or in the nature or status of your responsibilities
including, without limitation, if you no longer serve as the General Counsel of a public entity;
(b) a material diminution by the Company in your Base Salary (excluding a reduction that also is applied to all other executive
officers of the Company and that reduces your Base Salary by a percentage reduction that is no greater than the lowest percentage reduction
applied to any other executive officer); or a material diminution by the Company in your aggregate annual bonus target;
(c) the relocation of your principal place of employment to a location more than seventy-five (75) miles from your principal place of
employment immediately prior to such relocation; or
-
3
-