VMware 2013 Annual Report Download - page 178

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-
4
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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
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:
In order for you to invoke a termination due to Good Reason in a manner that would entitle you to Change-in-Control Accelerations, (i)
you must provide a Notice of Termination to the senior officer of the Company’s Human Resources group of your 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.
“Notice of Termination” means a written notice by the Company in the event it is terminating your employment with Cause or by you
in the event you are resigning for Good Reason, which written notice indicates the specific provision in this agreement being relied
upon and sets forth in reasonable detail any
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 your responsibilities relative to your
role, reporting relationship or responsibilities at any time following the Change in Control, provided that none of the following will
alone constitute Good Reason: (a) a mere change in title, (b) 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, or (c) the fact you are no longer designated a Section 16
Officer;
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
4. a material breach of the Company’
s obligations under this agreement