Exhibit 10.2
Data Domain, Inc. Management Change
in Control Plan
DATA DOMAIN, INC.
Management Change in Control
Plan
(as adopted by the Board of
Directors on March 26, 2007;
as amended May 29, 2007 and
January 28, 2009)
WHEREAS , the board deems it advisable to provide for
accelerated vesting of shares granted or issued to designated
individuals and to adopt a policy for such acceleration in the
interests of uniformity;
NOW, THEREFORE, BE IT
RESOLVED , that the Board
hereby approves the following policy to be applicable to all option
grants, restricted stock units, and restricted stock issuance, made
either in the past, at this meeting or in the future, to the
individuals set forth on Attachment A hereto (each, a
“ Designated Individual ”):
In the event of the Involuntary
Termination (as defined below) of a Designated Individual’s
employment or service following a Change in Control (as defined
below), then such individual will vest in an additional 50% (100%
in the case of Frank Slootman) of any then unvested option shares,
restricted shares and/or restricted stock units, as applicable, as
of the date of the Involuntary Termination.
RESOLVED FURTHER
, that for purposes of the foregoing
resolution, the following terms shall have the meanings indicated:
“ Involuntary Termination ” shall mean either
(i) involuntary discharge by the Company for reasons other
than for Cause or (ii) voluntary resignation following
(a) a change in position that involves a material reduction in
the Designated Individual’s level of responsibility and/or
scope of authority, (b) a reduction in base salary (other than
a reduction generally applicable to other employees
similarly-situated and in general the same proportion as for the
Designated Individual), or (c) receipt of notice that the
Designated Individual’s principal workplace will be relocated
more than 40 miles, provided, however, that the Designated
Individual shall provide notice to the Company within 90 days of
the occurrence of a condition listed above in this subpart
(ii) and allow the Company 30 days in which to cure such
condition; for the purpose of clause (a) upon or after a
Change in Control, a change in responsibility shall not be deemed
to occur solely because the Designated Individual is part of a
larger organization or because of a change in title (except for a
change in the title of the Chief Executive Officer or the Chief
Financial Officer). “ Cause ” shall mean
(i) an unauthorized use or disclosure by the Designated
Individual of the Company’s confidential information or trade
secrets, which use or disclosure causes material harm to the
Company, (ii) a material failure by the Designated Individual
to comply with the Company’s written policies or rules,
(iii) the Designated Individual’s conviction of, or plea
of “guilty” or “no contest” to, a felony
under the laws of the United States or any State thereof,
(iv) the Designated Individual’s gross misconduct;
(v) a continuing failure by the Designated Individual to
perform assigned duties after receiving written notification of
such failure from the Board; or (vi) a failure by the
Designated Individual to cooperate in good faith w
