VMW » Topics » Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the VMW 8-K filed Sep 23, 2009.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

VMware, Inc. has named Dawn Smith as its Senior Vice President and General Counsel effective September 28, 2009. Ms. Smith joins VMware from Morrison & Foerster LLP where she has been a partner since January 2008 and served of counsel and as an associate since 2005, focusing on corporate and securities matters for public and private companies. From 1996 through 2005, Ms. Smith was an associate at Wilson Sonsini Goodrich & Rosati. Ms. Smith received her J.D. degree from Stanford Law School in 1996, her M.B.A. degree from Providence College in 1993 and her B.S. degree from the United States Naval Academy in 1986.

Ms. Smith succeeds Rashmi Garde who departed from her role as Vice President and General Counsel on September 22, 2009.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2009

 

VMWARE, INC.
By:  

/s/    Mark S. Peek

  Mark S. Peek
  Senior Vice President and Chief Financial Officer
This excerpt taken from the VMW 8-K filed Aug 14, 2009.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Compensatory Arrangement

VMware, Inc. (the “Company”) granted Paul Maritz, the Company’s President and Chief Executive Officer, a stock option for the purchase of 1,440,006 shares of the Company’s Class A common stock in exchange for a stock option Mr. Maritz held for the purchase of shares of common stock of EMC Corporation (the “EMC grant”). The exercise price of Mr. Maritz’ new VMware grant was set at the closing trading price of VMware Class A common stock on the grant date, August 12, 2009, ($31.59 per share) and the option expires 6 years from the grant date.

As of the grant date, the replacement VMware grant has substantially the same Black-Scholes value as the stock option for 3,170,131 shares of EMC stock that Mr. Maritz relinquished. Mr. Maritz had been employed by EMC prior to joining VMware as President and CEO in July 2008. During his employment at EMC, he had received the EMC grant, which continued to vest during Mr. Maritz’ service as VMware’s President and CEO.

Mr. Maritz’ new VMware grant preserves the 13 months of vesting that Mr. Maritz had earned while serving as VMware’s President and CEO since July 2008 and is vested with respect to 312,001 of the shares. Subject to Mr. Maritz’ continued service to VMware, the remaining 1,128,005 unvested shares in the VMware option grant vest ratably each month until vesting is completed in March 2013, the same month that vesting would have been completed in his EMC grant.

Appointment of Principal Accounting Officer

On August 11, 2009, the Board of Directors of the Company determined that Robynne D. Sisco, the Company’s Chief Accounting Officer and Corporate Controller, would assume the role of principal accounting officer. Ms. Sisco reports to Mark S. Peek, the Company’s Senior Vice President and Chief Financial Officer. Mr. Peek is the Company’s principal financial officer and also served as principal accounting officer prior to Ms. Sisco’s designation.

Prior to joining the Company in June 2009, Ms. Sisco, age 44, served as Senior Vice President, Chief Accounting Officer and Corporate Controller of VeriSign Inc., a provider of Internet infrastructure services, since January 2008. From September 2003 to January 2008, Ms. Sisco served in various positions at Oracle Corporation, an enterprise software company, most recently as Vice President, Assistant Corporate Controller, where she was responsible for global controller operations. Ms. Sisco has also held various finance management positions with Portal Software, Visa International and General Electric Capital Corporation, among other companies. Ms. Sisco is a certified public accountant and received an MBA from Golden Gate University.

Ms. Sisco is paid an annual base salary of $310,000 per year and is eligible to earn a performance-based cash bonus with an annual target of 50% of her base salary. She also received a sign-on bonus in the amount of $25,000. On July 15, 2009, Ms. Sisco was awarded an option to purchase 50,000 shares of the Company’s Class A common stock and 25,000 restricted stock units. One-quarter of the stock options will vest on the first annual anniversary of the grant date and the remaining shares will vest in equal monthly installments over the following three years, subject to Ms. Sisco’s continued service. One-quarter of the restricted stock units will vest on each annual anniversary of the grant date, subject to Ms. Sisco’s continued service.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2009

 

VMWARE, INC.
By:  

/s/    Rashmi Garde

 

Rashmi Garde

Vice President and General Counsel

This excerpt taken from the VMW 8-K filed May 28, 2009.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2009, at the annual meeting of stockholders, the stockholders of VMware, Inc. (the “Company”) approved an amendment (the “Amendment”) to the VMware, Inc. 2007 Equity and Incentive Plan, which increased the number of shares of Class A common stock authorized for issuance under the plan by 20,000,000 shares to a total of 100,000,000 shares. The Board of Directors of the Company approved the Amendment on February 4, 2009, subject to stockholder approval at the annual meeting. Accordingly, the Amendment became effective immediately upon stockholder approval. The Company’s named executive officers may participate in the 2007 Equity and Incentive Plan.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2009

 

VMWARE, INC.
By:  

/s/    Rashmi Garde

 

Rashmi Garde

Vice President and General Counsel

This excerpt taken from the VMW 8-K filed Aug 29, 2008.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation arrangements of certain officers

On August 25, 2008, VMware, Inc. (the “Company”) entered into an agreement (the “Letter Agreement”) with Diane Greene, the Company’s former President and Chief Executive Officer, pursuant to which the Company agreed to pay Ms. Greene $400,000 (the “Payment”) in consideration of a release from Ms. Greene of any claims against the Company arising in connection with the Employment Agreement dated July 26, 2007 between the Company and Ms. Greene and filed as an exhibit to VMware’s Form 10-Q for the period ended June 30, 2007 (the “Employment Agreement”).

The Employment Agreement had provided for Ms. Greene to receive a $750,000 annual salary and provided for an annual target bonus amount of $750,000. Ms. Greene received regular salary payments pursuant to the Employment Agreement through her last day of employment with VMware on August 6, 2008 but did not receive a bonus payment under the Company’s 2008 performance-based bonus plan for executive officers which does not allow for pro rata or mid-year payouts to departing officers. The Payment to Ms. Greene was in final settlement of any and all claims under the Employment Agreement.

A copy of the Letter Agreement is attached hereto as exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

10.1

  Letter Agreement and Release with Diane Greene entered into on August 25, 2008


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 29, 2008

 

VMWARE, INC.
By:  

/s/ Rashmi Garde

 

Rashmi Garde

Vice President and General Counsel

This excerpt taken from the VMW 8-K filed Sep 25, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of a Director

On September 24, 2007, the Board of Directors (the “Board”) of VMware, Inc. (“VMware”) appointed Renee J. James as a member of the Board, effective immediately, to fill a vacancy resulting from an increase in the size of the Board. Ms. James will serve as a Group II, Class I director. Ms. James will not join any Committees of the Board at this time. Ms. James is Vice President and General Manager, Software and Solutions Group of Intel Corporation (“Intel”).

In July 2007, VMware entered into a stock purchase agreement (“Stock Purchase Agreement”) with Intel, pursuant to which Intel, through its affiliate, Intel Capital Corporation (“Intel Capital”), agreed to purchase 9.5 million shares of VMware’s Class A common stock at $23.00 per share for an aggregate purchase price of $218.5 million. Pursuant to the Stock Purchase Agreement, we agreed that our Board of Directors would appoint a new Board member, an Intel executive to be designated by Intel and acceptable to our Board. Ms. James was selected as a director pursuant to this agreement between Intel Capital and VMware. Due to Intel Capital’s investment in VMware, Ms. James has elected not to receive any compensation for her services as a member of the Board, and has also elected not to be reimbursed for her reasonable expenses in connection with her attendance at Board meetings. Intel Capital’s purchase of the 9.5 million shares of Class A common stock closed in August 2007.

VMware does business with Intel on a regular basis on the same or similar terms as would be negotiated with other third parties and anticipates that it will continue to do so in the future. VMware’s base virtualization platform virtualizes Intel architecture.

This report contains “forward-looking statements” as defined under the Federal securities laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) adverse changes in general economic or market conditions; (ii) delays or reductions in consumer or information technology spending; (iii) competitive factors, including but not limited to pricing pressures and new product introductions; (iv) the transition to new products, the uncertainty of customer acceptance of new product offerings and rapid technological and market change; (v) insufficient, excess or obsolete inventory; (vi) war or acts of terrorism; (vii) the ability to attract and retain highly qualified employees; (viii) fluctuating currency exchange rates; and (ix) other one-time events and other important factors disclosed previously and from time to time in VMware’s filings with the Securities and Exchange Commission. VMware disclaims any obligation to update any such forward-looking statement after the date of this report.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VMWARE, INC.
Date: September 25, 2007   By:  

/s/ Diane Greene

    Diane Greene
    President and Chief Executive Officer
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