VMware 2012 Annual Report Download - page 140

100% of any unvested PSUs from the Initial PSU Award will become immediately vested (also, a “ Change-in-Control
Acceleration ”).
If you experience a termination of your employment with the Company without Cause or for Good Reason pursuant to this
“Change-in-Control” section, your right to receive the Change-in-Control Accelerations is subject to your signing and not
revoking the Company’s standard form of employee termination certificate and a general release of all claims you may
have against the Company in a form reasonably satisfactory to the Company, which form will include customary non-solicit
and non-disparagement provisions (the “ Release ”).
DEFINITIONS: For purposes of this agreement, the terms set forth below will have the following meaning:
“ Cause ” . The occurrence of any of the following, as reasonably determined by the Company in good faith, will constitute
“Cause”:
The Company is required to deliver a Notice of Termination (as defined below) to you 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 your
employment for Cause. No act or failure to act on your part will be deemed “willful” for purposes of this Cause definition
unless committed or omitted by you in bad faith and without reasonable belief that your 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:
2.
You terminate your employment for Good Reason after a Change in Control.
1.
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;
2.
willful misconduct by you in the performance of your employment duties;
3.
your indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; or
4. your 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.
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 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