VMware 2012 Annual Report Download - page 147

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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);
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 you, or a group of Persons in which you have 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 you to resign your employment means that one or more of the following has occurred without your
express written consent:
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 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.
1. any materially adverse alteration in your role, reporting relationship or in the nature or status of the your responsibilities
relative to your 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 you no longer hold following a Change in
Control the same position in a public company as you held before the transaction will alone constitute
Good Reason;
2. a material diminution by the Company in your base salary (excluding a reduction that also is applied to all similarly
situated employees of the Company and that reduces your 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 your target level of annual incentive bonus relative to your 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;
3. relocation of your principal place of employment to a location more than 50 miles from your principal place of
employment at any time following a Change in Control (which may be your home); or