VMware 2012 Annual Report Download - page 133

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Form of RSU Agreement
that the Participant has 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:] [Unless otherwise defined in an employment
agreement entered into between the Participant and the Company that covers this grant, the terms set forth below will
have the following meanings: Cause . The occurrence of any of the following, as reasonably determined by the
Company in good faith, will constitute “Cause”]:
(i)
willful neglect, failure or refusal by the Participant to perform his or her employment duties (except
resulting from the Participant’s incapacity due to illness) as reasonably directed by his or her employer;
(ii)
willful misconduct by the Participant in the performance of his or her employment duties;
(iii)
the Participant’s indictment for a felony (other than traffic related offense) or a misdemeanor
involving moral turpitude; or
(iv)
the Participant’s commission of an act involving personal dishonesty that results in financial,
reputational, or other harm to the Company and its Affiliates and Subsidiaries, including, but not limited to, an act
constituting misappropriation or embezzlement of property.
[The Company is required to deliver a Notice of Termination (as defined below) to the Participant and to
provide 30 days to remedy the event or condition giving rise to Cause (if such event or condition is capable of remedy)
in order to terminate his or her employment for Cause. No act or failure to act on the Participant’s part will be deemed
“willful” for purposes of this Cause definition unless committed or omitted by the Participant in bad faith and without
reasonable belief that his or her act or failure to act was in, or not opposed to, the best interests of the Company.]
[[ (#)] Change in Control . “Change in Control” of the Company means and includes any of the
following occurrences:
(1)
Any Person is or becomes the “ Beneficial Owner ” (as defined in Rule 13d-3
promulgated under the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”)) directly or indirectly,
of securities of the Company representing 35% or more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes a Beneficial Owner in connection with subsection (2) below.
For the avoidance of doubt, any change in the Persons who are the direct or indirect Beneficial Owners of the securities
of Parent will not be deemed to constitute a change in the direct or indirect Beneficial Owners of the Company for
purposes of this subsection (1);
(2)
There is consummated a merger or consolidation of the Company with any other
corporation or similar entity, other than (A) 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
8
v. 12.17.2012