Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 24th, 2007 • Vmware, Inc. • Services-prepackaged software • New York
TERM LOAN CREDIT AGREEMENT dated as of September 2, 2021 among VMWARE, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, BOFA SECURITIES, INC., BARCLAYS BANK PLC and CITIBANK, N.A., as...Term Loan Credit Agreement • September 3rd, 2021 • Vmware, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of September 2, 2021 (this “Agreement”), among VMWARE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
VMWARE, INC.Performance Stock Unit Agreement • March 24th, 2022 • Vmware, Inc. • Services-prepackaged software • Delaware
VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 24th, 2022 • Vmware, Inc. • Services-prepackaged software • Delaware
VMWARE, INC.Performance Stock Unit Agreement • November 7th, 2013 • Vmware, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER among VMWARE, INC., RAVEN TRANSACTION SUB, INC. and PIVOTAL SOFTWARE, INC. Dated as of August 22, 2019Merger Agreement • August 22nd, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (“Agreement”), dated as of August 22, 2019, is between VMware, Inc., a Delaware corporation (“VMware”), Raven Transaction Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of VMware (“Merger Sub”), and Pivotal Software, Inc., a Delaware corporation (“Pivotal”).
FORM OF EMPLOYEE BENEFITS AGREEMENT BETWEEN EMC CORPORATION AND VMWARE, INC.Employee Benefits Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Massachusetts
This EMPLOYEE BENEFITS AGREEMENT, dated as of June [ ], 2007, is between EMC Corporation, a Massachusetts corporation (“EMC”), and VMware, Inc., a Delaware corporation and a wholly owned subsidiary of EMC (“VMware”).
AGREEMENT AND PLAN OF MERGER dated as of January 21, 2014 by and among VMware, Inc., as Parent Aikman Acquisition Corp., as Merger Sub and the RepresentativeMerger Agreement • February 24th, 2014 • Vmware, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2014 (this “Agreement”), is by and among VMware, Inc., a Delaware corporation (“Parent”), A.W.S. Holding, LLC, a Delaware limited liability company (the “Company”), Aikman Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and with respect to Section 1.7, Section 4.4, Section 4.15, Article 7 and Article 8 only, the Representative. Certain capitalized terms used herein have the meanings assigned to them in Section 1.4(c)(iii), Section 1.6(d)(iii) or Section 8.1.
TAX SHARING AGREEMENT by and among EMC CORPORATION AND ITS AFFILIATES, and VMWARE, INC. AND ITS AFFILIATES, DatedTax Sharing Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Massachusetts
THIS TAX SHARING AGREEMENT (this “Agreement”) dated as of [Date], by and among EMC Corporation, a Massachusetts corporation (“EMC”), each EMC Affiliate (as defined below), VMware, Inc., an Delaware corporation and currently an indirect, wholly-owned subsidiary of EMC (“VMware”), and each VMware Affiliate (as defined below) is entered into in connection with the IPO (as defined below).
CONSENT AND SUPPORT AGREEMENTConsent and Support Agreement • August 22nd, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
This Consent and Support Agreement (“Agreement”), dated as of August 22, 2019, is entered into by and among (i) VMware, Inc., a Delaware corporation (“VMware”), (ii) Dell Technologies, Inc., a Delaware corporation (“Dell”), and EMC Equity Assets LLC, a Delaware limited liability company (“EMC LLC”), and (iii) solely with respect to sections 5 and 6, EMC Corporation, a Massachusetts corporation (“EMC Corp”) and VMW Holdco LLC, a Delaware limited liability company (“VMW Holdings”).
CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • July 27th, 2007 • Vmware, Inc. • Services-prepackaged software • Delaware
This Class A Common Stock Purchase Agreement (the “Agreement”) is entered into as of July 26, 2007 (the “Effective Date”) by and among EMC CORPORATION, a Massachusetts corporation (the “Seller”), CISCO SYSTEMS, INC., a California corporation (“Investor”) and VMWARE, INC., a Delaware corporation (the “Company”).
FORM OF REAL ESTATE LICENSE AGREEMENTReal Estate License Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software
This REAL ESTATE LICENSE AGREEMENT (this "License Agreement") is made as of the [ ] of [ ] 2007, between EMC Corporation, a Massachusetts corporation having its principal office at 176 South Street, Hopkinton, Massachusetts ("Licensor"), and VMware, Inc., a Delaware corporation having its principal office at 3401 Hillview, Drive Palo Alto, California ("Licensee").
VMWARE, INC.Restricted Stock Unit Agreement • February 28th, 2011 • Vmware, Inc. • Services-prepackaged software • Delaware
STOCK PURCHASE AGREEMENT by and among DELL TECHNOLOGIES INC., EMC EQUITY ASSETS LLC and VMWARE, INC. DATED AS OF MARCH 29, 2017Stock Purchase Agreement • March 30th, 2017 • Vmware, Inc. • Services-prepackaged software • Delaware
or agree to acquire beneficial ownership of any VMW Class A Common Stock during the Reference Period by purchase, tender offer, exchange offer, agreement or business combination or any other manner.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT dated as of [ ], 2007 between EMC CORPORATION and VMWARE, INC.Administrative Services Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Massachusetts
This Administrative Services Agreement is dated as of [ ], 2007 by and between VMware, Inc., a Delaware corporation (“VMware”), and EMC Corporation, a Massachusetts corporation (“EMC”). VMware and EMC are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VMWARE, INC. NILE MERGER CORPORATION NICIRA, INC. AND THE REPRESENTATIVE OF THE INDEMNIFYING HOLDERS OF NICIRA, INC. Dated as of July 21, 2012Merger Agreement • August 24th, 2012 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 21, 2012, by and among VMware, Inc., a Delaware corporation (“Parent”), Nile Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Nicira, Inc., a Delaware corporation (the “Company”), and the Stockholder Representative. The holders of all of the issued and outstanding capital stock of the Company (the “Company Stock”) are collectively referred to herein as the “Company Stockholders,” and the Company Stockholders, together with the holders of all other issued and outstanding equity securities of the Company, including securities convertible into, or exercisable or exchangeable for, equity securities of the Company (all such equity securities, including the Company Stock, the “Company Securities”), are collectively referred to herein as the “Company Securityholders.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Vmware, Inc. • Services-prepackaged software • California
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.
June 16, 2016 Dear Maurizio, Amended and Restated Long Term International Assignment Letter AgreementLong Term International Assignment Letter Agreement • August 8th, 2016 • Vmware, Inc. • Services-prepackaged software • Delaware
We are pleased to confirm the updated details of your Long Term International Assignment to the United States (the “International Assignment”) to reflect your recent promotion to Executive Vice President, Worldwide Sales. The revised terms of your Long Term International Assignment as outlined below will replace and supersede the terms of your Long Term International Assignment Letter Agreement from 1st April 2016 onwards. The purpose of this letter agreement (“Agreement”) is to vary the terms of your employment with VMware UK Limited (“Home Company”) to reflect the terms and conditions applicable to the International Assignment you and VMware, Inc. (“Host Company”) have agreed upon and which will apply for the duration of your International Assignment. Any reference in this Agreement to “VMware” shall mean the Host Company and its subsidiaries, including but not limited to the Home Company. The detailed provisions of your compensation, benefits package and Agreement are governed by VM
DELL TECHNOLOGIES INC. One Dell Way, RR1–33 Round Rock, Texas 78682Separation and Distribution Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software
Reference is made to that certain Separation and Distribution Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or modified from time to time, the “Separation and Distribution Agreement”), by and between Dell Technologies Inc., a Delaware corporation (“Dell”) and VMware, Inc., a Delaware corporation (“VMware” and together with Dell, the “Parties”). Capitalized terms used but not defined in this letter agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.
DIRECTRAK INVENTORY MANAGEMENT AND PRODUCT PURCHASE AGREEMENTInventory Management and Product Purchase Agreement • August 3rd, 2007 • Vmware, Inc. • Services-prepackaged software • California
THIS AGREEMENT (“Agreement”), dated this 17 of May, 2002, (the “Effective Date”), is made by and between Ingram Micro Inc. (“Ingram”), a Delaware corporation, with their principal place of business at 1600 East Saint Andrew Place, Santa Ana, California 92705 and VMware Inc., (“Vendor”), a Delaware corporation, with its principal place of business at 3145 Porter Drive, Building F, Palo Alto, CA 94304.
VMWARE, INC. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR U.K. PARTICIPANTSRestricted Stock Unit Agreement • September 7th, 2017 • Vmware, Inc. • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 22nd, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
This Tender and Support Agreement is entered into as of August 22, 2019, by and among VMware, Inc., a Delaware corporation (“Parent”), Calistoga Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on schedule A hereto (each, a “Stockholder”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) dated as of July 9, 2007, is by and among VMWARE, INC., a Delaware corporation (the “Company”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Investor”), and, solely for purposes of Section 12(e), Section 12(f) and Section 14, EMC CORPORATION, a Massachusetts corporation (“Parent”).
ADOPTION AGREEMENTAdoption Agreement • February 25th, 2014 • Vmware, Inc. • Services-prepackaged software
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2017 • Vmware, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is entered into effective as of [DATE], between VMware, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”). [This Agreement amends, restates and supersedes that certain Indemnification Agreement, dated as of [DATE], by and between the Indemnitee and the Company (the “Original Agreement”).]
VMWARE, INC.Restricted Stock Unit Agreement • August 2nd, 2013 • Vmware, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 24th, 2014 • Vmware, Inc. • Services-prepackaged software
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of February 24, 2014 by and among VMware, Inc., a Delaware corporation (“Parent”), Aikman Acquisition Corp., a Delaware corporation (“Merger Sub”), A.W.S. Holding, LLC, a Delaware limited liability company (the “Company”), and David K. Dabbiere as the Representative (the “Representative”), as an amendment to the Agreement and Plan of Merger made and entered into as of January 21, 2014, by and among Parent, Merger Sub, the Company and the Representative (the “Merger Agreement”).
OPTION AGREEMENT (UNITED STATES)Option Agreement • August 5th, 2015 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS OPTION AGREEMENT (this “Agreement”) dated as of [TO COME] (“Grant Date”), is between VMware, Inc., a Delaware corporation (the “Company”), and [TO COME] (the “Participant”), relating to options granted under the VMware, Inc. 2007 Equity and Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition will have the same meaning ascribed to such terms in the Plan.
VMWARE, INC.Restricted Stock Unit Agreement • November 1st, 2012 • Vmware, Inc. • Services-prepackaged software • Delaware
DELL TECHNOLOGIES INC. One Dell Way, RR1–33 Round Rock, Texas 78682Merger Agreement • July 2nd, 2018 • Vmware, Inc. • Services-prepackaged software • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of July 1, 2018, by and between Dell Technologies Inc., a Delaware corporation (“Diamond”), and Teton Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Diamond, pursuant to which Diamond may be required to pay cash consideration in an aggregate amount of up to $9.0 billion.
SECOND AMENDED AND RESTATED TAX SHARING AGREEMENT by and among DELL TECHNOLOGIES INC. AND ITS AFFILIATES, EMC CORPORATION AND ITS AFFILIATES and VMWARE, INC. AND ITS AFFILIATES, Dated December 30, 2019Tax Sharing Agreement • December 30th, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”) dated as of December 30, 2019 (the “Amendment Date”) is entered into by and among Dell Technologies Inc. (f/k/a Denali Holding Inc.), a Delaware corporation (“Dell Technologies”), each Dell Technologies Affiliate (as defined below), EMC Corporation, a Massachusetts corporation (“EMC”), each EMC Affiliate (as defined below), VMware, Inc., a Delaware corporation and an indirect subsidiary of EMC (“VMware”), and each VMware Affiliate (as defined below).
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS By and Between ROCHE PALO ALTO LLC, a Delaware limited liability company (“Seller”) and VMWARE, INC., a Delaware corporation (“Buyer”)Purchase and Sale Agreement • August 3rd, 2011 • Vmware, Inc. • Services-prepackaged software • California
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”), dated as of the “Effective Date” set forth in Section 1.1 of the Summary of Basic Terms, below, is made by and between ROCHE PALO ALTO LLC, a Delaware limited liability company (“Seller”), and VMWARE, INC., a Delaware corporation (“Buyer”). The terms as set forth below shall have the meanings ascribed to such terms as set forth below when used in this Agreement.
SEPARATION AND DISTRIBUTION AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of April 14, 2021Separation and Distribution Agreement • April 14th, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 14, 2021 (this “Agreement”), is by and between Dell Technologies Inc., a Delaware corporation (“Dell”), and VMware, Inc., a Delaware corporation (“VMware”). Dell and VMware are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Section 1.1 or elsewhere in this Agreement.
COMMERCIAL FRAMEWORK AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of November 1, 2021Commercial Framework Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS COMMERCIAL FRAMEWORK AGREEMENT (together with all schedules and exhibits hereto, and as may be amended or modified from time to time, this “Agreement”), dated as of November 1, 2021 (the “Effective Date”) is by and between Dell Technologies Inc., a Delaware corporation (“Dell”) and VMware, Inc., a Delaware corporation (“VMware”). Dell and VMware are hereinafter referred to together as the “Parties” and individually as a “Party.”
INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • June 11th, 2007 • Vmware, Inc. • Services-prepackaged software • Massachusetts
This Insurance Matters Agreement is dated as of [ ], 2007 by and between VMware, Inc., a Delaware corporation (“VMware”), and EMC Corporation, a Massachusetts corporation (“EMC”). VMware and EMC are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
