VMware 2012 Annual Report Download - page 134

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Form of RSU Agreement
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 of consolidation, or (B) 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
(3)
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, following a “355 Distribution” (as defined below), 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.
Any other provision of this definition notwithstanding, the term Change in Control will not be deemed to
have occurred by virtue of: (i) any transaction which results in such Participant, or a group of Persons in which such
Participant has 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 then outstanding securities, or (ii)
Parent’s distribution of the Company’s shares in a transaction intended to qualify as a distribution under Section 355 (“
355 Distribution ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”).]
[[(#)]“ Good Reason ” for a Participant to resign his or her employment means that one or more of the
following has occurred without his or her express written consent:
(1)
any materially adverse alteration in the Participant’s role, reporting relationship or in the
nature or status of the Participant’s responsibilities relative to his or her role, reporting relationship or responsibilities at
any time following the Change in Control, provided that neither a mere change in title nor in the fact that the Participant
no longer holds following a Change in Control the same position in a public company as he or she held before the
transaction will alone constitute Good Reason;
(2)
a material diminution by the Company in the Participant’s base salary (excluding a
reduction that also is applied to all similarly situated employees of the Company and that reduces the Participant’s base
salary by a percentage reduction that is no greater than the lowest percentage reduction applied to any other such
individual), or a material diminution by the Company in the Participant’s target level of annual incentive bonus relative
to his or her highest base salary and highest target level of annual incentive bonus, respectively, following a Change in
Control, or ineligibility for a bonus program providing for a target level of annual incentive bonus;
9
v. 12.17.2012