] Shares PIVOTAL SOFTWARE, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC (“Goldman Sachs” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pivotal Software, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, $0.01 par value per share, of the Company, the “Common Stock”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 23rd, 2018 • Pivotal Software, Inc. • Services-prepackaged software • California
WHEREAS, the Company considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Company and its stockholders; and
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 9th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into, effective , by and between Pivotal Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among VMWARE, INC., RAVEN TRANSACTION SUB, INC. and PIVOTAL SOFTWARE, INC. Dated as of August 22, 2019Agreement and Plan of Merger • August 27th, 2019 • Pivotal Software, 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”).
PIVOTAL SOFTWARE, INC. 2018 EQUITY INCENTIVE PLAN RSU AGREEMENT FOR U.S. PARTICIPANTSRsu Agreement • April 20th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
The Participant has been granted an Award (the “Award”) of RSUs pursuant to the Pivotal Software, Inc. 2018 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), the Notice of RSU Award (the “Notice”) and this RSU Agreement (this “Agreement”), dated as of [•], 20[•] (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
TAX SHARING AGREEMENT by and among DELL TECHNOLOGIES INC. AND ITS AFFILIATES, EMC CORPORATION AND ITS AFFILIATES and PIVOTAL SOFTWARE, INC. AND ITS AFFILIATES, Dated: February 8, 2017Tax Sharing Agreement • March 23rd, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) dated as of February 8, 2017 is entered into by and among Dell Technologies 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), Pivotal Software, Inc., a Delaware corporation and an direct subsidiary of EMC (“Pivotal”), and each Pivotal Affiliate (as defined below).
PIVOTAL SOFTWARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR U.S. PARTICIPANTSNon-Qualified Stock Option Agreement • April 20th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”), dated as of [●], 20[●] (the “Grant Date”), and the Notice of Award (the “Notice”) are between Pivotal Software, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
PIVOTAL SOFTWARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PIVOTAL SOFTWARE, INC. 2013 STOCK PLANNon-Qualified Stock Option Agreement • March 23rd, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Agreement (the “Option Agreement”), including any country-specific appendix attached hereto (the “Appendix”) (the Option Agreement and Appendix, together, the “Agreement”), dated as of December [·], 201 (the “Grant Date”), is between Pivotal Software, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).
AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and among DELL INC., VMWARE, INC. PIVOTAL SOFTWARE, INC.Employee Matters Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (this “Agreement”), as executed on or about April , 2018 (the “Effective Date”) amends and restates the Employee Matters Agreement made and entered into as of April 1, 2013 by and among EMC Corporation (“EMC”), VMware, Inc. (“VMware”) and GoPivotal, Inc. (the “Original Employee Matters Agreement”). This Agreement is entered into by and among (a) Dell Inc., for itself and its Subsidiaries (“Dell”), (b) VMware, for itself and its Subsidiaries (“VMware”) and (c) Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), for itself and its Subsidiaries (the “Company” and together with Dell and VMware, the “Parties”).
AMENDED AND RESTATED AGENT AGREEMENTAgent Agreement • April 9th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Texas
This Amended and Restated Agent Agreement (“Agreement”), effective as of [April 2, 2018] [March 30, 2018] (“Effective Date”) is entered into by and between [EMC Corporation, a Massachusetts company, with offices at 176 South Street, Hopkinton, Massachusetts] [EMC Information Systems International, an Irish company with offices at Ovens, County Cork, Ireland], (“Agent”) and [Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), a Delaware company with a principal place of business at 875 Howard Street, 5th floor, San Francisco, CA 94103 as successor-in-interest to GoPivotal Inc. under the Domestic Reseller Agreement (defined below)] [Pivotal Software International (formerly known as GoPivotal International Limited), an Irish company with a principal place of business at Ovens, County Cork, Ireland] (“Principal”). This Agreement amends, restates, and supersedes the Agent Agreement effective as of January 1, 2016 between the parties.
AMENDMENT TO TAX SHARING AGREEMENTTax Sharing Agreement • June 6th, 2019 • Pivotal Software, Inc. • Services-prepackaged software
This Amendment is dated as of April 24, 2019 (this “Amendment”) by and among Dell Technologies Inc., a Delaware corporation (“Dell Technologies”), each Dell Technologies Affiliate, EMC Corporation, a Massachusetts corporation (“EMC”), each EMC Affiliate, Pivotal Software, Inc., a Delaware corporation and a direct subsidiary of EMC (“Pivotal”), and each Pivotal Affiliate. This Amendment amends the Tax Sharing Agreement dated as of February 8, 2017 (the “Original TSA”), among the parties to this Amendment. Capitalized terms not defined in this Amendment shall have the same meaning as set forth in the Original TSA.
FORM OF MASTER TRANSACTION AGREEMENT between DELL TECHNOLOGIES INC. and PIVOTAL SOFTWARE, INC.Master Transaction Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Master Transaction Agreement is dated as of , 2018, between Dell Technologies Inc., a Delaware corporation (“Dell Technologies”), and Pivotal Software, Inc., a Delaware corporation (“Pivotal”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 5.1.
THIRD RESTATED AGENCY AGREEMENTThird Restated Agency Agreement • April 9th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • California
This 3rd Restatement of Agency Agreement (“Agreement”) is entered into effective as of March 20, 2018 (“3rd Restatement Date”) by and between VMware, Inc., a Delaware corporation, on behalf of itself and its subsidiaries, including VMware International Ltd., a private limited company incorporated under the laws of Ireland with its principal place of business in Ballincollig, Ireland (collectively, “VMware”) and Pivotal Software, Inc. a Delaware corporation, on behalf of itself and its subsidiaries, including Pivotal Software International Holdings, an unlimited private company incorporated under the laws of Ireland with its principal place of business in Bermuda (“Pivotal”). The parties acknowledge and agree that Pivotal Software International Holdings (formerly known as GoPivotal Holdings) previously assigned its rights and obligations in the Agreement to Pivotal Software International, and VMware, Inc. confirms its consent to such assignment.
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among PIVOTAL SOFTWARE, INC., DELL TECHNOLOGIES, INC., EMC CORPORATION, VMWARE, INC., GE INTERNATIONAL HOLDINGS B.V. GENERAL ELECTRIC COMPANY FORD MOTOR COMPANY and MICROSOFT GLOBAL FINANCE Dated as...Shareholders’ Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of , 2018, by and among (a) Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), (b) Dell Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, as the successor-in-interest to all of the rights and obligations of EMC Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“EMC”), under this Agreement, (c) VMware, Inc., a corporation organized and existing under the laws of the State of Delaware, (d) GE International Holdings B.V. (“GE International”), (e) General Electric Company, a corporation organized and existing under the laws of the State of New York (“GE”), (f) Ford Motor Company, a Delaware corporation (“Ford”), and (g) the other Shareholders party to this Agreement from time to time, including as of th
SHARED SERVICES AGREEMENTShared Services Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Texas
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is dated as of April , 2018 by and between Pivotal Software, Inc., a Delaware corporation (the “Company”), and Dell Inc., a Delaware corporation (“Dell”). The Company and Dell 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 set forth in Section 1.01.
