Letter Agreement between VMware, Inc. and Sumit Dhawan dated May 11, 2021

Exhibit 10.2

VMware, Inc

3401 Hillview Avenue

Palo Alto, CA 94304

May 11, 2021

Sumit Dhawan

Dear Sumit,

We are pleased to offer you a position with VMware, Inc. (the “Company”) as President, commencing on June 1, 2021 (the “Effective Date”). You will report to Raghu Raghuram, Chief Executive Officer. The Company, in its sole discretion, may modify job titles and managers from time to time as it deems necessary.

Salary

Your annual salary starting on the Effective Date, $850,000, will be paid semi-monthly in accordance with the Company’s normal payroll procedures. You will continue to be eligible to participate in the Company’s benefit plans and programs in accordance with their terms, which may be amended from time to time.

Bonus

You will be eligible to participate in VMware’s Executive Bonus Plan starting on the Effective Date, pursuant to the terms and conditions of the Executive Bonus Plan, as it may be amended from time to time by the Compensation and Corporate Governance Committee of the VMware Board of Directors (the “Committee”). You will be eligible for an annual target bonus opportunity of 125% of your base pay starting on the Effective Date. Pursuant to the terms and conditions set forth in VMware’s Executive Bonus Program, any bonus for which you become eligible will be measured and funded on an annual basis, with the actual payout based on achievement of VMware financial goals and your individual performance, as approved by the Committee. VMware reserves the right to modify or discontinue either or both the Executive Bonus Program or your bonus opportunity at any time. Your bonus opportunity for the portion of Fiscal Year 2022 (“FY22”) prior to the Effective Date will be measured based on your previous bonus target and base salary and will be calculated pursuant to the Company Bonus Plan for non-executives.

Outstanding Equity Awards

Your existing equity awards will remain in effect in accordance with their terms. You will be eligible for future equity award grants by the Committee in accordance with VMware’s ongoing compensation programs for its executive officers.

FY22 Equity Awards

A recommendation will be made to the Committee that you be granted target equity awards with a total value of $10,000,000. The total value will be split equally between a Restricted Stock Unit (“RSU”) award and a Performance Stock Unit (“PSU”) award. The number of RSUs and PSUs in each award will be determined by dividing the average of the closing sale price per share of VMware Class A Common Stock (the “Shares”) for the 45 trading days ending on (and inclusive of) April 30, 2021 ($152.128). These equity awards will be subject to the approval of the Committee and will be governed by the terms and conditions of the applicable grant agreement and the VMware Amended and Restated 2007 Equity and Incentive Plan (the “Plan”). The details of the grant recommendation are as follows:

FY22 TSR PSU Equity Award

In addition to the above-referenced equity award, a recommendation will be made to the Committee that you be granted a promotional PSU award (“TSR PSU”) determined with a value of $10,000,000 based on a Monte-Carlo simulation-based probability model based on the TSR values specified in the award terms attached as Schedule A. The number of PSUs and the baseline stock price used for measuring TSR appreciation will be determined as of the close of trading on the Effective Date. Subject to continuing employment, the TSR PSU award will vest and may convert into Shares based on achievement against performance metrics as set forth in the attached Schedule A.

Change in Control

You are eligible to participate in the Company’s Change in Control Program, as it may be amended from time to time subject to your execution of the enclosed consent. For more details on the CIC Program, please refer to the enclosed VMware Change in Control Retention Plan.

Executive Severance Plan

You are eligible to participate in the Company’s Executive Severance Plan, as it may be amended from time to time, subject to your execution of the enclosed consent. For the avoidance of doubt, no longer holding or sharing the position of President (or a more senior position) in a public company would qualify as “Good Reason” as defined under the Executive Severance Plan. For more details on the Executive Severance Plan, please refer to the enclosed VMware Executive Severance Plan.

Section 409A Exemption

It is intended that the payments and other compensation contemplated by this agreement satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code, provided under Treasury Regulation Section l.409A-l(b)(4) or to comply with Code Section 409A, and this agreement will be so interpreted and administered. Notwithstanding the foregoing, if the Company determines that payments and other compensation pursuant to this agreement may not either be exempt from or compliant with Code Section 409A, the Company may, with your prior written consent, adopt such amendments to this agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt such payments and other compensation from Code Section 409A and/or preserve

the intended tax treatment of such payments and other compensation, or (ii) comply with the requirements of Code Section 409A; provided, however, that there is no obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, and in any event, no such action will reduce the amount of payments or other compensation that is owed to your under this agreement without your prior written consent.

Immigration

The Company agrees to provide assistance to you in securing and maintaining authorization for employment in the U.S. The Company retains sole discretion to determine what efforts, if any, it will take in the future to secure or maintain your continuing authorization to work in the U.S., should your authorization to work in the U.S. end or otherwise lapse during the period of your employment with the Company.

At-Will Employment

Your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without advance notice.

Conflict of Interest

You agree not to bring any third-party confidential information to the Company, including that of your former employers, and that in performing your duties for the Company you will not in any way utilize any such information. Further, during your employment with the Company, you agree not to engage in any other employment, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during your employment, and neither will you engage in any other activities that conflict with your obligations to the Company. If you want to become involved in activity which might present a conflict of interest, you will immediately disclose it and seek approval through the VMware conflict of interest vetting process.

Policy Compliance

This offer letter, along with the enclosed policies, contain all of the terms, representations, and understandings between the parties, and supersedes all other oral or written agreements or understandings between the parties regarding these matters prior to the date hereof. By accepting this offer, you agree that you have received, read, understand and agree to comply with the enclosed VMware Employment Agreement, VMware Business Conduct Guidelines, VMware Acceptable Use Policy, Equal Employment Opportunity Policy, VMware’s Global Travel and Expense Reimbursement Policy and VMware Respectful Workplace Policy as a condition of your employment. In addition, after your start date, you are expected to familiarize yourself with and comply with the Company’s additional policies available on the Company’s internal website.    

Background Check

This offer is contingent upon you successfully passing the Company’s background check.    

As a US technology company, VMware is subject to certain restrictions with respect to nationals of the following countries: North Korea, Syria, Libya, Iran, Sudan, and Cuba. If you are a national of one of these countries, please contact the Global HR Services Team at  ***@***.

No Modification

Any modification or amendment of this offer must be in writing and signed by an authorized representative of the Company and you.

Sincerely,

Paul Sagan

Lead Independent Director, VMware Board of Directors

By providing my electronic signature below, I accept this offer of employment. I have read, understand and agree to the terms and conditions set forth within as a condition of my employment.

Signature: /s/ Sumit Dhawan

Date: May 11, 2021

Email:

Enclosures:

VMware Employment Agreement Rev. July, 2019

VMware Business Conduct Guidelines Rev. May, 2021

VMware U.S. Respectful Workplace Policy Rev. Oct. 30, 2018

VMware U.S. Equal Employment Opportunity and Pay Transparency Policy Rev. Oct 1, 2019

VMware Acceptable Use Policy Rev. Sep 30, 2019

VMware Global Travel and Expense Reimbursement Policy Rev. February 15, 2021

VMware Change in Control Plan

VMware Executive Severance Plan

Exhibit 10.2, Schedule A

Terms of FY22 TSR PSU Award

Table I: Stock Price Appreciation Goals

Stock Price Appreciation Measurement:

Stock price appreciation will be measured based on 90-trailing trading day VWAP of VMW (“90-day VWAP”). The VMW 90-day VWAP will be measured on each day of the performance period. When the VMW 90-day VWAP equals or exceeds a stock price appreciation hurdle set forth in the above table (a “Stock Price Appreciation Hurdle”) during the performance period, that hurdle is considered achieved.

PSUs become “Funded” once a Stock Price Appreciation Hurdle is achieved. Additional PSUs are not Funded until the next higher Stock Price Appreciation Hurdle is achieved. PSUs remain Funded with respect to a Stock Price Appreciation Hurdle even if the VWAP subsequently drops below that hurdle.

Relative TSR Modifier:

VMware’s relative total stockholder return (“TSR”) will be measured on each vesting date. The number of PSUs eligible to vest on a vesting date will equal the percentage of Funded shares as set forth in the following table, based on VMW’s TSR since the start of the Performance Period relative to companies in the S&P 500 Information Technology Industry Index (“Index”). With respect to calculating the Index TSR on a vesting date, any company that has ceased to be publicly traded due to M&A or being taken private since the Effective Date is excluded from the calculation, and the TSR for any company that has become insolvent is treated as -100%.

Table II: Relative TSR Modifier:

The Relative TSR Modifier is applied to the number of Funded PSUs on each vesting date to determine the total number of PSUs eligible to vest on such vesting date. Next, the percentage of PSUs eligible to vest on that date is applied to the result of the Relative TSR Modifier calculation. The result is then compared to the total number of PSUs previously vested to determine if any additional shares will vest.

Example 1 in the Appendix illustrates that zero shares are issued on the Second Vesting Date because the total number of PSUs eligible to vest on such date is less than the amount that vested on the First Vesting Date; and that on the Third Vesting Date additional shares are issued because the total number of PSUs eligible to vest on such date is greater than the total amount that vested on the previous vesting dates.

Example 2 in the Appendix illustrates that more shares are issued at each of the Second and Third Vesting Dates because the shares eligible to vest on each vesting date exceeds the total amount previously vested.

Relative TSR Modifier Measurement:

The performance of the VMW 90-day VWAP during the performance period will be compared to the 90-day VWAP of each company that remains in the Index throughout the performance period to determine VMware’s percentile ranking. To make the determination, the 90-day VWAP for each company measured at the end of the trading day preceding the first day of the performance period will be compared to the respective 90-day VWAP measured at the end of the last day prior to or on the vesting date upon which the TSR Modifier is being determined.

To the extent that VMware’s percentile ranking falls in between the 25^th and 50^th percentiles, the number of PSUs that are eligible to vest will be scaled in proportion to VMware’s percentile ranking.

Dividends:

Any dividends paid by VMware or by any company in the Index during the Performance Period will be included in the calculation of the VMW 90-day VWAP and the 90-day VWAP of the companies in the Index.

Vesting Conditions: Participant must remain employed by VMware on a vesting date in order to receive shares that are eligible to vest on such date.

Change in Control: In the event of a “change-in-control” of VMware as such term is defined in VMware’s Change in Control Retention Plan in effect at the start of the performance period (“CIC Plan”), the consideration paid for each share of VMW will be utilized in place of the VMW 90-day VWAP for determining the Stock Price Appreciation Measurement and the Relative TSR Modifier. Additionally, the Holding Period Requirement shall terminate on the effective date of a Change in Control.

Termination of Employment:

Appendix

Example 1 (presumes no additional Stock Price Appreciation Hurdles are met after First Vesting Date)

Example 2 (presumes no additional Stock Price Appreciation Hurdles are met after First Vesting Date)