In Re Google Inc. Class C Shareholder Litigation Delaware Chancery Court Memorandum of Understanding (June 17th, 2013)
Plaintiffs and defendants (identified in the signature blocs below) have reached a binding agreement to settle this litigation, subject to approval by the Court of Chancery. The material terms of the settlement agreement are as follows:
[On Google Letterhead] (January 12th, 2012)
On behalf of Google Inc., I am pleased to offer you a position as a member of Googles Board of Directors (the Board) with an effective date of January 12, 2012.
[VMware, Inc. Letterhead] (February 26th, 2009)
This letter is to confirm your promotion to a new position with VMware, Inc. (the Company), a wholly owned subsidiary of EMC Corporation (EMC), as Executive Vice President of Worldwide Field Operations, commencing on May 16, 2005. You will report to me. Your annual base salary will be $330,000.00 and will be paid semi-monthly in accordance with the Companys normal payroll procedures. Your annual On Target Earnings (OTE) will be $550,000.00. We will discuss and finalize the details of the variable portion of your compensation plan by June 30, 2005.
Tel: 650-427-5000 Fax: 650-427-5001 www.vmware.com (August 29th, 2008)
VMware is pleased to offer you a final payment of $400,000 in light of your mid-year departure from the Company. It is the desire of the Compensation and Corporate Governance Committee (and Board) to recognize your contribution to VMwares performance and progress, and to offer this payment as final settlement of all wages and other payments owed to you under your Employment Agreement (dated 7/26/07).
November 30, 2007 Richard Sarwal Dear Richard, This Letter Supersedes All Offer Letters Dated Before November 30, 2007. (February 29th, 2008)
We are pleased to offer you a position with VMware, Inc. (the Company) as Executive Vice President, Research and Development, commencing on Friday, November 30, 2007. You will report to the Chief Executive Officer of the Company. Your annual salary of $550,000 (Base Salary) will be paid semi-monthly in accordance with the Companys normal payroll procedures You will be eligible to participate in the Companys benefit plans and programs available to our full-time regular employees.
June 13, 2007 Mark Peek Dear Mark, (February 29th, 2008)
I am writing to confirm our understanding with respect to the 433,216 restricted stock units that were granted to you on June 7, 2007 under the VMware 2007 Equity and Incentive Plan (the RSUs). These RSUs were granted to you in lieu of the EMC restricted shares that were to be granted to you as described in your March 17. 2007 offer letter. Subject to your continued employment with VMware, Inc. (VMware) through June 7, 2010, the RSUs will fully vest on that date. However, if VMware meets or achieves the targets established for the second half of 2007 under the VMware Revenue and Profit Contribution Plan, 1/3 of the RSUs will vest on each of the first three anniversaries of the grant date if you are employed by VMware on the applicable vesting date. In addition, the RSUs will become immediately vested in full if there is a change in control (as defined on Appendix A) and following such change in control (1) your employment is terminated by VMware without Cause (as defined on Appendix A)
Employment Agreement (September 17th, 2007)
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.