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).
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”).
DIRECTRAK INVENTORY MANAGEMENT AND PRODUCT PURCHASE AGREEMENTManagement and Product Purchase Agreement • July 9th, 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.
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”).
CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Delaware
This Class A Common Stock Purchase Agreement (the “Agreement”) is entered into as of July 9, 2007 (the “Effective Date”) by and among VMWARE, INC., a Delaware corporation (the “Company”), and INTEL CAPITAL CORPORATION, a Delaware corporation (“Investor”).
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").
FORM OF INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • July 9th, 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.
FORM OF OPTION AGREEMENT-EARLY EXERCISEOption Agreement-Early Exercise • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS OPTION AGREEMENT (this "Agreement") dated as of [ ] ("Grant Date"), is between VMware, Inc., a Delaware corporation (the "Company"), and [ ] (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 shall have the meaning ascribed to such terms in the Plan.
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.
FORM OF MASTER TRANSACTION AGREEMENT between EMC CORPORATION and VMWARE, INC.Master Transaction Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • Massachusetts
This Master Transaction Agreement is dated as of the [ ] day of [ ], 2007, between EMC Corporation, a Massachusetts corporation (“EMC”), and VMware, Inc., a Delaware corporation (“VMware,” with each of EMC and VMware a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE VIII hereof.
FORM OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 9th, 2007 • Vmware, Inc. • Services-prepackaged software • California
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of this [ ] day of [ ], 2007, by and between VMware, Inc. a Delaware corporation (“Buyer”), and EMC Corporation, a Massachusetts corporation (“Seller”).
