Exhibit 10.2
VMware,
Inc.
2009 Executive Bonus
Program
Amended and Restated
April 14, 2009
Executive Bonus Program
Objectives
Among the objectives of the VMware
Bonus Program – 2009 are to:
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motivate our executives to
achieve our strategic, operational and financial goals
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reward superior
performance
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attract and retain exceptional
executives; and
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reward behaviors that result in
long term increased stockholder value
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Overview
The Compensation and Corporate
Governance Committee has adopted a cash bonus program relating to
performance in 2009 (the “2009 Program”) under the 2007
Equity and Incentive Plan (the “Plan”) providing for
possible cash bonuses to specified executives of VMware, Inc. and
its consolidated subsidiaries (the “Company”). Unless
otherwise indicated herein, provisions of the Plan shall apply to
the 2009 Program.
In keeping with VMware’s
philosophy of tying a substantial portion of our executive
compensation to the achievement of measurable achievements, a
goals-based cash bonus program has been developed and implemented.
The determination of bonus payout will be made semiannually after
the conclusion of the semi-annual measurement periods ending on
June 30 and December 31 based on results achieved by the
company, as reported to the Compensation and Corporate Governance
Committee by the Corporate Controller. Bonuses will be determined
by the Compensation and Corporate Governance Committee of the Board
of Directors (the “Administrator”). Bonus payments will
only occur if certain predetermined company and individual
(“MBO”) objectives are successfully achieved. Bonus
amounts will be calculated (“Calculated Bonus Amounts”)
based upon the degree of achievement of the predetermined
objectives. The Compensation and Corporate Governance Committee
shall determine final bonus payouts and, in its discretion, taking
into account review and discussion of recommendations made by the
Chief Executive Officer, may reduce, but not increase, final bonus
payouts from the Calculated Bonus Amounts.
Bonus awards represent an unfunded,
unsecured promise by the Company to pay a bonus amount determined
by the Compensation and Corporate Governance Committee to each
Participant, but only upon satisfaction of the performance criteria
determined by the Compensation and Corporate Governance Committee
in accordance with the provisions set forth below.
Eligibility
All senior executives are eligible
to be considered for participation. However, no person is
automatically entitled to participate in the 2009 Program.
Participants will be approved solely at the discretion of the
Compensation and Corporate Governance Committee and may be amended
at any time by the Compensation and Corporate Governance Committee.
Additionally, the executive must be an employee of the Company at
the time the bonus is paid out in order to vest in right to receive
payment.
Participants may include officers of
the Company as defined under Rule 16a-1 of the 1934 Securities
Exchange Act (“Section 16 Officers”) and other senior
executives who are not Section 16 Officers. At its discretion,
the Compensation and Corporate Governance Committee may delegate
authority to the Chief Executive Officer to add senior executives
who are not Section 16 Officers to the 2009
Program.
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Administration
As Administrator, the Compensation
and Corporate Governance Committee is ultimately responsible for
administering the 2009 Program. The Administrator has all powers
and discretion necessary or appropriate to review and approve the
2009 Program and its operation, including, but not limited to, the
power to (a) determine Participants, (b) interpret the
provisions of the 2009 Program, (c) adopt rules for the
administration, interpretation and application of the 2009 Program
consistent with the Plan, and (d) interpret, amend or revoke
any such rules. All determinations and decisions made by the
Administrator and any decision of the Administrator shall be final,
conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law. The Administrator, in its sole
discretion, may amend or terminate the 2009 Program, or any part
thereof, at any time and for any reason, subject to the limitations
set forth in Sections 3, 6(b)(iv) and 7 of the Plan.
The Administrator shall exercise
full authority to make final determinations with respect to bonuses
granted under the 2009 Program to Section 16 Officers. The
Administr
