Common use of Non-Termination of Employment; No Third-Party Beneficiaries Clause in Contracts

Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Master Transaction Agreement shall be construed to (i) create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee of EMC, an EMC Entity, VMware, or a VMware Entity under any EMC Plan or VMware Plan or otherwise or (ii) to be for the benefit of or otherwise enforceable by employee, creditor or any other third party. Without limiting the generality of the foregoing: (i) except as expressly provided in this Agreement, neither the occurrence of the consummation of the IPO nor any termination of the Participating Company status of VMware or a VMware Entity shall cause any employee to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the VMware Plans; (ii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude VMware or any VMware Entity, at any time after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any VMware Plan, any benefit under any Plan or any trust, insurance policy or funding vehicle related to any VMware Plan; and (iii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude EMC or any EMC Entity, at any time prior to or after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any EMC Plan, any benefit under any Plan or any trust, insurance policy or funding vehicle related to any EMC Plan.

Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Master Transaction Agreement shall be construed to (ia) create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee of EMCIntel, an EMC Intel Entity, VMwareMobileye, or a VMware Mobileye Entity under any EMC Intel Plan or VMware Mobileye Plan or otherwise or (iib) to be for the benefit of or otherwise enforceable by employee, creditor or any other third party. Without limiting the generality of the foregoing: (ix) except as expressly provided in this Agreement, neither the occurrence of the consummation of the IPO nor any termination of the Participating Company status of VMware Mobileye or a VMware Mobileye Entity shall cause any employee to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the VMware Intel Plans; (iiy) except as expressly provided in this Agreement, nothing in this Agreement shall preclude VMware Mobileye or any VMware Mobileye Entity, at any time after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any VMware Mobileye Plan, any benefit under any Mobileye Plan or any trust, insurance policy or funding vehicle related to any VMware Mobileye Plan; and (iiiz) except as expressly provided in this Agreement, nothing in this Agreement shall preclude EMC Intel or any EMC Intel Entity, at any time prior to or after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any EMC Intel Plan, any benefit under any Intel Plan or any trust, insurance policy or funding vehicle related to any EMC Intel Plan.

Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Master Transaction Agreement shall be construed to (i) create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee of EMCUOL, an EMC a UOL Entity, VMwareCMC, or a VMware CMC Entity under any EMC UOL Plan or VMware CMC Plan or otherwise or (ii) to be for the benefit of or otherwise enforceable by any employee, creditor or any other third party. Without limiting the generality of the foregoing: (i) except as expressly provided in this Agreement, neither the occurrence of the consummation of the IPO Offering nor any termination of the Participating Company status of VMware CMC or a VMware CMC Entity shall cause any employee to be deemed to have incurred a termination of employment which entitles that would entitle such individual to the commencement of benefits under any of the VMware UOL Plans or CMC Plans; (ii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude VMware CMC or any VMware Entity, at any time after the consummation of the IPO, CMC Entity from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any VMware CMC Plan, any benefit under any Plan or any trust, insurance policy or funding vehicle related to any VMware CMC Plan; and (iii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude EMC UOL or any EMC Entity, at any time prior to or after the consummation of the IPO, UOL Entity from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any EMC UOL Plan, any benefit under any Plan plan or any trust, insurance policy or funding vehicle related to any EMC UOL Plan.