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Exhibit
10.1
EMPLOYMENT
AGREEMENT
This Agreement is entered
into as of July 26, 2007 by and among VMware, Inc. (the
“Company”), Diane B. Greene (“Executive”)
and EMC Corporation (“EMC”), solely with respect to its
obligations as specified in Section 8.
1. Duties and Scope of
Employment .
(a) Positions and
Duties . For the duration of the Employment Term (as defined in
Section 3), Executive will serve as President and Chief
Executive Officer of the Company reporting to the Company’s
Board of Directors (the “Board”), and as a member of
the Board. Effective upon the date on which the first Form S-1 with
respect to Class A common stock of the Company becomes
effective, Executive will cease to be an officer of EMC. Executive
will render such business and professional services in the
performance of her duties, consistent with Executive’s
position within the Company, as will reasonably be assigned to her
by the Board.
(b) Board Membership .
Upon the termination of Executive’s employment for any
reason, Executive will be deemed to have resigned from the Board
(and any boards of subsidiaries) voluntarily, without any further
required action by the Executive, as of the end of the
Executive’s employment, and Executive, at the Board’s
request, will execute any documents necessary to reflect her
resignation.
(c) Obligations . For
the duration of the Employment Term, Executive will devote
Executive’s full business efforts and time to the Company and
will use good faith efforts to discharge Executive’s
obligations under this Agreement to the best of Executive’s
ability. For the duration of the Employment Term, Executive agrees
not to actively engage in any other employment, occupation or
consulting activity for any direct or indirect remuneration without
the prior approval of the Board; provided, however, that Executive
may, without the approval of the Board, continue to serve as a
director of Intuit Inc. and may also serve in any capacity with any
civic, educational, or charitable organization, provided such
services do not interfere with Executive’s obligations to the
Company.
2. At-Will Employment
. Executive and the Company agree that Executive’s employment
with the Company constitutes “at-will” employment.
Executive and the Company acknowledge that this employment
relationship and the Employment Term may be terminated by either
party, with or without good cause or for any or no cause, at the
option either of the Company or Executive; provided that any
termination of Executive’s employment and the Employment Term
(other than by reason of her death), shall be subject to the giving
of thirty (30) days written notice by the party initiating the
termination. However, as described in this Agreement, Executive may
be entitled to particular treatment of her equity compensation
depending upon the circumstances of Executive’s termination
of employment.
3. Term of Agreement .
Except as provided herein, this Agreement will have a one year term
(the “Employment Term”) commencing on the date hereof,
provided, however, that commencing on the first anniversary of the
date hereof and on each anniversary thereafter, the Employment Term
shall automatically be extended for one additional year unless, not
later than 90-days prior to any such anniversary date either party
shall have given notice that it does not wish to extend this
Agreement. In the event that the Employment Term expires following
delivery by either party of a notice of non-renewal as described in
the preceding sentence, Executive’s continued employment with
the Company will be on an “at-will” basis and neither
the Company nor Executive will have continuing obligations under
the Agreement following such expiration except as provided in
Section 8.
4. Compensation
.
(a) Base Salary .
During the Employment Term and effective as of June 1, 2007,
the Company will pay Executive an annual salary of $750,000 as
compensation for her services (such annual salary, as is then
effective, to be referred to herein as “Base Salary”).
The Base Salary will be paid periodically in accordance with the
Company’s normal payroll practices. Executive’s salary
will be subject to review by the Corporate Governance/Compensation
Committee of the Board (the “Committee”), and any
adjustments will be made in the discretion of the Committee.
Notwithstanding the foregoing, the Base Salary will not be reduced
other than pursuant to a reduction that also is applied to all
other executive officers of the Company and that reduces the Base
Salary by a percentage reduction that is no greater than the lowest
percentage reduction applied to any other executive
officer.
(b) Annual Incentive .
Executive will be eligible for bonuses, pursuant to the
Company’s bonus policies applicable to senior executives of
the Company, that will have an aggregate annual target of $750,000.
The amount of the bonus paid to the Executive, if any, shall be
based on (i) Executive’s attainment of individual
performance objectives, established by the Committee, as well as
(ii) the Company’s attainment of certain financial
objectives as approved by the Committee.
(c) Long-Term
Incentives . In June 2007, Executive was granted nonqualified
stock options to purchase 1,000,000 shares of the Company’s
Class A common stock, which options will vest 25% on the first
anniversary of the grant date and ratably in equal monthly
installments beginning on the thirteenth month after the grant date
and ending on the fourth anniversary of the grant date (the
“VMware Options”), subject to Executive’s
continued employment with the Company except as set forth in
Section 8 hereof. The VMware Options shall be subject to the
terms and conditions of the Company’s 2007 Equity and
Incentive Plan and the form of option agreement pursuant to which
the VMware Options were granted, except as otherwise set forth in
Section 8 hereof.
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5. Employee Benefits .
Executive will be eligible to participate in the Company’s
employee benefit plans, policies and arrangements that are
applicable to other executive officers of the Company, as such
plans, policies and arrangements may exist from time to time.
Executive will be entitled to receive annual vacation in accordance
with Company policy for other senior executive officers.
6. Expenses . The
Company will reimburse Executive for reasonable travel,
entertainment, and other expenses incurred by Executive in the
furtherance of the performance of Executive’s duties
hereunder, in accordance with the Company’s expense
reimbursement policy as in effect from time to time.
7. Termination of
Employment . In the event Executive’s employment with the
Company terminates for any reason, Executive will be entitled to
any (a) unpaid Base Salary accrued up to the effective date of
termination, (b) unpaid, but earned and accrued annual
incentive for any completed fiscal year as of her termination of
employment, (c) pay for accrued but unused vacation that the
Company is legally obligated to pay Executive, (d) benefits or
compensation as provided under the terms of any employee benefit
and compensation agreements or plans applicable to Executive,
(e) unreimbursed business expenses required to be reimbursed
to Executive, and (f) rights to indemnification Executive may
have under the Company’s Articles of Incorporation, Bylaws or
separate indemnification agreement, as applicable. In addition,
with respect to certain terminations of employment, Executive will
be entitled to the treatment of certain equity compensation as
specified in Section 8 with respect to such event.
8. Treatment of Equity
Upon Certain Terminations .
(a) Termination On or
Prior to June 8, 2008 by Death or Disability . Upon the
termination of Executive’s employment by reason of her death
or disability, Executive shall be entitled to such vesting and
exercisability of her VMware and EMC equity awards as provided
under the applicable plans and agreements, provided that if such
termination occurs on or prior to June 8, 2008, not less than
25% of the VMware Options will vest and shall remain exercisable
for a period of three years following such termination.
(b) Termination Without
Cause or for Good Reason . In the event Executive’s
employment is terminated by the Company without Cause or by
Executive for Good Reason at any time, then (i) Executive
shall receive vesting credit on all equity awards granted by the
Company to Executive and by EMC to Executive as if she had remained
employed through the following IPO Anniversary Date (as defined
below), meaning that (A) time-based vesting conditions shall
be given immediate effect and (B) awards subject to
performance-based vesting conditions or eligible for full or
partial performance-based accelerated vesting based on any periods
( e.g. , fiscal years) ending prior to the following IPO
Anniversary Date shall remain outstanding until the end
of
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such period (or, if later,
until the determination of performance for such period), at which
time Executive will vest in such awards if the applicable
performance goals are attained; provided that all Company
and EMC options which are vested at such termination, or which
would become vested as a result of such vesting credit under this
clause (i), shall become immediately exercisable and shall remain
exercisable for a period of three years following such termination
(or for the remaining option term, if shorter); and (ii) if
such termination is within two years following a Change in Control
all equity award
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