VMware 2012 Annual Report Download - page 160

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Form of PSU Agreement
(c)
“ 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;
(3)
relocation of the Participant’s principal place of employment to a location more than 50
miles from his or her principal place of employment at any time following a Change in Control (which may be his or her
home); or
(4)
a material breach of the Company’s obligations under this Agreement.
In order for a Participant to invoke a termination due to Good Reason in a manner that would entitle him
or her to acceleration pursuant to Section 4 above, (i) the Participant must provide a Notice of Termination to the senior
officer of the Company’s Human Resources group of his or her intention to terminate due to such event or condition
within 90 days of the initial occurrence or existence of such event or condition and provide the Company with 30 days
from receipt of the notice to remedy the event or condition, (ii) the Company must fail to effect such remedy within the
30-day cure period, and (iii) the effective date of the resignation must occur within 90 days after the end of the 30-day
cure period.
(d)
“ Notice of Termination ”
means a written notice by the Company in the event it is terminating the
Participant’s employment with Cause or by the Participant in the event he or she is resigning for Good Reason, which
written notice indicates the specific provision in this Plan being relied upon and sets forth in reasonable detail any facts
and circumstances claimed to provide a basis for such termination of the Participant’s employment under the provision
so indicated.
(e)
“ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d) of the Exchange Act but
excluding (i) the Company or Parent, any of their respective subsidiaries or any employee benefit plan sponsored or
maintained by the Company,
10
v. 12-17-
12