VMware 2012 Annual Report Download - page 144

Exhibit 10.24
- 1 -
October 12, 2012
Jonathan Chadwick
Dear Jonathan,
We are pleased to offer you a position with VMware, Inc. (the “ Company ”) as Chief Financial Officer and Executive Vice
President, commencing on a mutually agreed upon date to be determined (the “Hire Date ”). You will report to Pat Gelsinger, the
Company’s Chief Executive Officer.
SALARY: Your annual salary of $625,000 will be paid semi-monthly in accordance with the Company’s normal payroll procedures.
The Company, in its sole discretion, may modify job titles, job duties, and managers from time to time as it deems necessary. As a
full-time exempt employee you will be eligible to participate in the Company's benefit plans and programs, which may be amended
from time to time.
BONUS: You will be eligible to participate in VMware’s Executive Bonus Program as it may be amended from time to time. You will
be eligible for an annual target bonus opportunity of 100% of your eligible compensation. Pursuant to the terms and conditions set
forth in VMware’s Executive Bonus Program, any bonus for which you become eligible will be measured and funded on a semi-
annual basis, with the actual payout based on achievement of VMware financial goals and your individual performance, as
approved by the Compensation and Corporate Governance Committee of VMware’s Board of Directors (the “ Committee ”).
VMware reserves the right to modify or discontinue your bonus opportunity at any time.
SIGN-ON BONUS : You are eligible to earn a sign-on bonus of $50,000 (the “ Sign-on Bonus ”), less applicable withholdings.
This amount will be paid within forty-five (45) days of your Hire Date. You will earn the Sign-on Bonus if you remain employed with
the Company for at least one year. If you voluntarily terminate your employment for any reason within one year of your Hire Date,
you will not earn the Sign-on Bonus. You agree that you will reimburse the Company for the full Sign-
on Bonus if you do not earn it.
In addition, in the event you are required to repay your previous employer for a sign-on bonus paid to you by your previous
employer, you will be eligible to earn an additional bonus of up to $150,000 (the “ Additional Bonus ”), less applicable
withholdings. The amount of the Additional Bonus, when added to the Sign
-on Bonus, will not exceed the amount you are required
to pay your previous employer. The Additional Bonus will be paid within forty-five (45) days of the date you submit to the Company
evidence of the repayment of the sign-on bonus to your previous employer. You will earn the Additional Bonus if you remain
employed with the Company for at least one year. If you voluntarily terminate your employment for any reason within one year of
your Hire Date, you will not earn the Additional Bonus. You agree that you will reimburse the Company for the full Additional Bonus
if you do not earn it.
EQUITY GRANTS: A recommendation will be made to the Committee that you be granted Restricted Stock Units (“ RSUs ”) and
Performance Stock Units (“ PSUs ”) as detailed below at a meeting of the Committee after your date of hire. Any equity awards
granted to you will be subject to the approval of the Committee and will be governed by the terms and conditions of the applicable
grant agreement and the VMware 2007 Equity and Incentive Plan (the “ 2007 Plan ”).
Each RSU and PSU granted to you will have the target values set forth below (the “ Target Value ”). The number of RSUs and
PSUs granted to you will be determined by dividing the Target Value by the average of the closing sale price per share of VMware
Class A Common Stock for the 45 trading days ending on (and inclusive of) the last trading day of the month in which your
employment commences.