ADOPTION AGREEMENT

1.01    PREAMBLE

By the execution of this Adoption Agreement the Plan Sponsor
hereby [complete (a) or (b)]

Original Effective Date:       [month, day, year]

Pre-409A Grandfathering:     ¨Yes     ¨No

Plan Name: VMware, Inc. Non-Qualified Deferred Compensation Plan

Plan Year: Year ending December 31

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?

The following entities, in addition to the Plan Sponsor, have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):

Entity                        Publicly Traded on Est. Securities Market

The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:

The Employer has designated December 31 as the Identification Date for purposes of determining Key Employees.

In the absence of a designation, the Identification Date is December 31.

The Employer has designated April 1 as the effective date for purposes of applying the six month delay in distributions to Key Employees.

In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date.

(a)    x    Employees [complete (i), (ii) or (iii)]

(i)    x    Eligible Employees are selected by the Employer.

(ii)    ¨    Eligible Employees are those employees of the Employer who satisfy the following criteria:

(iii)    ¨    Employees are not eligible to participate.

(b)    x    Directors [complete (i), (ii) or (iii)]

(i)    ¨    All Directors are eligible to participate.

(ii)    ¨    Only Directors selected by the Employer are eligible to participate.

(iii)    x    Directors are not eligible to participate.

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:

If Participant contributions are permitted, complete (a), (b), and (c). Otherwise
complete (d).

A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and / or “percentage amount”.

        

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

A special election period

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.

An employee who is classified or designated as an Eligible Employee during a Plan Year

elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.

A Participant’s deferral agreement

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer to the extent necessary to satisfy the requirements of Reg. Sec. 1.401(k)-1(d)(3). If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

¨    Participant contributions are not permitted under the Plan.

If Employer contributions are permitted, complete (a) and/or (b). Otherwise
complete (c).

For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:

A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:

Matching Contributions, if made, shall be treated as allocated [select one]:

    

The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:

A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]:

Employer contributions, if made, shall be treated as allocated [select one]:

¨    Employer contributions are not permitted under the Plan.

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.

Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).

The minimum deferral period for Specified Date or Specified Age event shall be three (3) years.

Installments may be paid [select each that applies]

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification two (2) number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.

The Plan Sponsor

Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.

A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:

include service performed for the Related Employer.

(a)    A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

be allowed.

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

The Employer [select one]:

intend to establish a rabbi trust as provided in Article 11 of the Plan.

The Plan Sponsor

the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.

Distribution of the remaining vested balance of each Participant’s Account

automatically be paid as a lump sum payment upon the occurrence of a Change in     Control as provided in Section 9.7.

A Change in Control for Plan purposes includes the following [select each definition that applies]:

The laws of California shall apply in the administration of the Plan to the extent not preempted by ERISA.

The Plan Sponsor has caused this Adoption Agreement to be executed this 1st day of October, 2013.