CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into between VMware, Inc., a Delaware corporation (the “Company”) and Carl Eschenbach (“Consultant”) (collectively, the “parties”).

NOW, THEREFORE, the parties agree as follows:

1.Term of Agreement. This Agreement will become effective upon the Termination Date and will remain in effect until terminated in accordance with Section 10 below (the “Term”).

2.    Nature and Scope of Services. During the Term, Consultant will provide strategic consulting and related services, as reasonably requested from time to time by the Company, to the Company as set forth in Exhibit A attached hereto, and will also make himself available to, and attend meetings with, the management of the Company (collectively, the “Services”). Consultant will make himself fully available for the number of hours necessary for performance of the Services.

3.    Consideration for Consulting Service and Releases. In consideration for the Services and execution of the releases as set forth in Exhibit B attached hereto, the Company will pay Consultant a consulting fee equal to $235,000 per month during the Term, payable within thirty days following the end of the applicable calendar month (the “Consulting Fee”), provided, however, that the final monthly payment to Consultant will be due within thirty days following Consultant’s signature to the release that is due upon completion of the Term as set forth in Exhibit B.

4.    Expenses. All reasonable business expenses incident to Consultant’s performance of the Services under this Agreement will be borne by the Company. Consultant will submit to the Company an invoice with reasonably detailed supporting documentation for any such expenses within one (1) month following the month in which such expenses were incurred and such expenses will be reimbursed by the Company. The right to reimbursement under this Agreement may not be liquidated or exchanged for any other benefit.

5.    Independent Consultant Status. Effective as of the Termination Date, Consultant will be an independent contractor and not an agent, common law employee or representative of the Company, and will have no authority to enter into any agreement, commitment or understanding on behalf of the Company. Except as otherwise provided in this Agreement, following the Termination Date, Consultant will not be, in exchange or in consideration for the provision of the Services, eligible for or entitled to any of the benefits that the Company provides their common law employees (if any), including, but not limited to, workers’ compensation, health, life, or disability insurance, retirement plans, stock plans, and vacation and sick pay, and Consultant hereby waives any right to receive any such benefits or to participate in stock plans or other employee benefit programs of the Company in exchange or in

consideration for the provision of the Services, even if Consultant previously has or may later become eligible for any such plan or program maintained by the Company. Consistent with Consultant’s independent contractor status, Consultant agrees not to apply for any government‑sponsored benefits that are intended to apply to employees, including but not limited to, unemployment benefits.

6.    Payment of Taxes. Consultant acknowledges that he is solely responsible for the payment of all taxes and assessments imposed on the Consulting Fee, he receives in connection with this Agreement.

its affiliates and agents from any and all loss or liability incurred by reason of the alleged breach by Consultant of any confidentiality or services agreement with anyone other than the Company.

9.    Other Services. Consultant may perform services for other clients during the Term, provided that Consultant shall not act in an Operational Role (as defined below) with or for another party when such services may adversely affect the Company or its affiliates. Without limiting the generality of the foregoing, except upon the prior written consent of the Company, Consultant will not, during the Term, engage in an Operational Role (whether or not pursued for pecuniary advantage) that might interfere with Consultant’s duties and responsibilities hereunder or create a conflict of interest with the Company or its affiliates. In particular, during the Term, Consultant shall not, as an employee or otherwise, engage in an Operational Role relating to the Business (as defined below) for, on behalf of, or otherwise with any third party.   Consultant acknowledges that the foregoing restrictions are necessary to protect the trade secrets and other Proprietary Information, in light of Consultant’s extensive knowledge and involvement concerning the trade secrets, confidential business plans and strategies, and other Proprietary Information relating to the Company. If Consultant anticipates that any prospective services to be performed in an Operational Role for other parties during the Term may raise any conflict of interest with, or may otherwise adversely affect, the Company, Consultant will notify the Company in writing prior to engaging in such services and consult with the Company to address and resolve any concerns. Any breach of this Section 9 will be deemed a material breach of this Agreement.

Additionally, until the later of (i) the last day of the Term or (ii) twelve months following the Termination Date, Consultant shall not, for Consultant or any third party, directly or indirectly (x) solicit, induce, recruit or encourage any person employed by the Company to terminate their employment, or (y) divert or attempt to divert from the Company any business with any customer, client, member, business partner or supplier about which Consultant obtained confidential information during his employment with the Company, by using the Company’s trade secrets or by otherwise engaging in conduct that amounts to unfair competition.

“Business” means means the design, development, manufacture, production, marketing, distribution or sale of any product, or the provision of any service, related to software-defined data centers, hybrid cloud services, end user computing and mobility products, the scope of which is defined in the “Business” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2016.

“Operational Role” means engaging in any business activity as a full-time employee of a company that involves the direct management, supervision or performance of the ongoing development, production, marketing, sales or service of and for technologies, products or services.

Attention: Carl Eschenbach
Address:
Email:

VMware, Inc.
3401 Hillview Ave.
Palo Alto, CA 94304
Attention: Office of the General Counsel
Email:

with a copy (which will not constitute notice) to:

VMware, Inc.
3401 Hillview Ave.
Palo Alto, CA 94304
Attention: Office of the Chief Executive Officer
Email:

12.    Trading Restrictions. Consultant acknowledges that in the course of his Services, he may become aware of confidential information regarding the Company that may be considered material nonpublic information (“MNPI”), and that conducting transactions in securities of the Company, its parent company, EMC Corporation (“EMC”), and in the securities of any company that may acquire EMC during the Term, while Consultant is in possession of MNPI constitutes a violation of insider trading laws unless conducted in accordance with the safe harbor set forth in Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended. Consultant agrees that during the Term he will comply with the Company’s Insider Trading Policy, a copy of which has been provided to Consultant, and that Consultant will comply with the end of quarter restricted trading periods described therein.

13.    Miscellaneous. This Agreement contains a complete statement of all agreements between the parties with respect to its subject matter and except as expressly set forth herein supersedes all previous agreements, arrangements and understandings, written or oral, relating to its subject matter and cannot be changed or terminated except in writing, signed by the parties. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will not affect or impair the validity or enforceability of the remaining provisions of this Agreement and the remaining provisions as applied to other persons, places and circumstances will remain in full force effect, and such provisions will be enforced to the fullest extent consistent with applicable law. This Agreement will be governed by the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below.

Dated April 17, 2016

Carl Eschenbach