VMware 2012 Annual Report Download - page 146

Download and view the complete annual report

Please find page 146 of the 2012 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 170

  • 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
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170

100% of any unvested PSUs (from the PSU grant recommended pursuant to this agreement) 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 ”).
CERTAIN TERMINATIONS: If, within 18 months of your Hire Date, the Company terminates your employment without Cause or
you terminate your employment with Good Reason and the paragraphs in the “Change in Control” section above do not apply to
such termination of employment, then 50% of any unvested RSUs from the Initial RSU Grant will become immediately vested upon
such termination.
If you experience a termination of your employment with the Company without Cause or for Good Reason pursuant to this “Certain
Terminations section, your right to receive the RSU accelerations described herein is subject to your signing and not revoking the
Company’s standard form of employee termination certificate and a 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:
1.
The Company terminates your employment without Cause after a Change in Control, or
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 the 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