VMware 2013 Annual Report Download - page 176

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RSU’s . The number of RSUs granted to you will be determined as follows: $3,500,000 divided 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. Subject to the terms of the VMware 2007 Equity and Incentive Plan, these RSUs will
vest over four years, with 25% of the RSUs vesting after 12 months and the remaining shares vesting thereafter at 12.5% semi-
annually.
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PSU’s . PSUs are performance-based equity awards that are convertible into a number of shares of VMware Class A common stock
based upon the level of performance achieved in comparison to predetermined metrics. Your PSU grant will vest at the conclusion of
specified performance and service periods that will be determined by the Committee (the “ PSU Vesting Date”) . The Committee will
determine the extent to which performance objectives specified in the PSU grant agreement have been achieved . The Committee will
make its determination no later than sixty days after the end of the applicable performance period. Vesting will not occur, and no
shares will be issued, for performance below minimum thresholds specified in the grant agreement. The service period to which your
performance goals relate will begin with the commencement of your employment with the Company and may include an additional
vesting period following completion of the performance period. The number of PSUs granted to you will be determined as follows:
$1,000,000 divided 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. The PSUs subject to the grant
will vest upon achievement of performance targets over a specified period of time. Upon vesting, the PSUs will convert into VMware’s
Class A common stock at a ratio ranging from 0.5 to 2.0 shares per PSU based upon the level of actual performance. The performance
targets, performance period, service period and conversion ratio of your PSU grant will be determined by the Committee.
CHANGE IN CONTROL :
Effect on RSUs and Stock Options : If there is a Change in Control (as defined below), in lieu of any other severance or termination
compensation (unless otherwise required by law or described herein), 100% of any unvested RSUs and stock options from the RSU
and stock option grants recommended pursuant to this agreement will become immediately vested in the event that:
Effect on PSUs: If there is a Change in Control during the performance period for your PSU grant, the performance period will
terminate immediately prior to consummation of the Change in Control. The affected PSUs will vest on the originally scheduled PSU
Vesting Date. The number of shares of VMware Class A common stock (or the number of securities into which the VMware Class A
common stock was convered pursuant to the Change in Control) into which each PSU subject to the grant will convert on the PSU
Vesting Date will be determined in the manner set forth in the grant agreement approved by the Committee.
Additionally, in the event that:
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.
· Stock Option . The number of stock options granted to you will be determined as follows: $4,000,000 divided by 0.3 times 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.
Subject to the terms of the VMware 2007 Equity and Incentive
Plan, this stock option will vest over four years, with 25% of the shares subject to the option vesting after 12 months, and the remaining
shares vesting thereafter at 2.08% per month. The option exercise price will be equal to the fair market value of VMware Class A
common stock on the date of the grant.
1. The Company terminates your employment without Cause (as defined below) during the first twelve months after a Change in
Control, or
2.
You terminate your employment for Good Reason (as defined below) during the first twelve months after a Change in Control.