Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits

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Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
Non-Qualified Deferred
Compensation Plan
An Overview
Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
Table of Contents
                         Introduction. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 3

                         Key Features. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

                                   Eligibility. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

                                   Annual Enrollment Opportunity.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

                                   Deferrals .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

                                   Notional Investment Options. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5

                                   Funding.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5

                                   Distributions.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 6

                                   Examples of how you can use the NQDC Plan.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8

                         Putting It All Together .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 9

                                   How the NQDC Plan compares to the 401(k) Plan.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 9

                         Savings Example.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 10

                         Other Important Considerations.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 11

                                   Risks.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 11

                                   Taxes.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 11

                                   Announced Acquisition .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12

                         Enrolling in the NQDC Plan.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 13

                         Some Frequently Asked Questions (FAQs).  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14

2 | NQDC PLAN OVERVIEW
Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
VMware, Inc. Non-Qualified Deferred
     Compensation Plan
     The VMware Non-Qualified Deferred Compensation (NQDC) Plan is a
     key part of the company's executive benefits program offered to Senior
     Directors and above whose leadership and performance contribute
     significantly to VMware’s future growth and success.
     The NQDC Plan is a “non-qualified” plan, making it exempt from certain IRS requirements and limitations. It
     works in conjunction with your 401(k) Plan to provide an opportunity for you to manage your income tax
     exposure by deferring a portion of your compensation – and taxes on that compensation – until a future date.

     This brochure provides an overview of the NQDC Plan, including key features and how it works. It also
     includes important information about the Annual Enrollment period.

     Please read it carefully before you consider whether this plan could be a valuable component of your
     overall financial plan. This brochure is not intended to provide financial, tax, or legal advice. You are
     strongly encouraged to consult with your personal financial, tax, or legal advisor as you consider your
     participation in the plan.

     Participation in the NQDC Plan is completely voluntary.

                                             BENEFITS OF PARTICIPATING IN THE NQDC PLAN
                                             • Save more on a tax-deferred basis

                                             • Manage your taxable income each year
       2023 ANNUAL                           • Prepare for future expenses or offset other forms of income
       ENROLLMENT PERIOD
                                             • Schedule distributions and payment types to align with your personal
       December 5 – 16, 2022                   financial goals
       LEARN MORE                            • Invest your deferrals in a variety of notional investment options

3 | NQDC
    DOCUMENT
         PLANTITLE
             OVERVIEW
Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
Key Features
     Eligibility
     The opportunity to participate in the NQDC Plan is generally
     available to Senior Director or equivalent positions and above. Each
     year, VMware determines who is eligible to participate and will notify
     you if you are eligible.
                                                                                                      CALENDAR YEAR
     Annual Enrollment Opportunity                                                                    2023 (CY23):
     Eligible employees are given an opportunity to enroll at the end of                              January 1 –
     the calendar year – generally, in December – for the upcoming                                    December 31, 2023
     deferral period.
                                                                                                      FISCAL YEAR 2024
     The deferral period for base salary is the calendar year (CY23), which
                                                                                                      (FY24):
     runs January 1 through December 31, 2023. The deferral period for
     commissions and bonuses is VMware's fiscal year (FY24), which runs                               February 4, 2023 –
     from February 4, 2023 through February 2, 2024. Elections must be                                February 2, 2024
     made online through Fidelity NetBenefits® at www.401k.com.

     Deferrals
     If you elect to enroll, you can defer compensation from the following compensation sources:

       COMPENSATION SOURCES                         DEFERRAL AMOUNTS                             DEFERRAL PERIOD

       Base salary                                  5% to 75%                                    CY23

       Commissions*                                 5% to 100%                                   FY24

       Annual Bonus**                               5% to 100%                                   FY24

     *Deferral elections to commissions apply when the commission is actually paid.
     **Bonus earned during FY24 is actually paid – and the deferral taken based on your deferral election for FY24 bonus – during FY25.

     The NQDC Plan deferrals and any notional investment earnings on those deferrals are not subject to income
     tax at the time of deferral. Income taxes will be due upon distribution.
     Deferral elections are irrevocable once the Annual Enrollment period ends and may not be changed.

                     Only federal and state income taxes are delayed. Deferred amounts are still subject to
                     FICA and Medicare taxes in the year they are earned.

4 | NQDC PLAN OVERVIEW
Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
Notional Investment Options                           Funding
     The NQDC Plan offers a range of investment            The NQDC Plan is an unfunded promise by VMware
     options so you can select the mix that best suits     to pay you your deferred amounts credited with a
     your goals, time horizon, and risk tolerance.         rate of return based on the performance of the
     Because the NQDC is a “non-qualified” plan, your      notional investment options you select. VMware has
     investment options are considered to be "notional."   established a special trust for the NQDC Plan called
     The value of your deferred compensation account       a “rabbi trust.” A rabbi trust is an arrangement used
     is based on the performance of the investment         to accumulate assets to fulfill VMware’s promise to
     options you select. However, your deferrals are       pay benefits under the NQDC Plan. You do not
     not actually invested in the funds you choose, but    have any ownership interest in the rabbi trust, any
     are held in a hypothetical account in your name       investment options, or any specific assets of
     and earnings and losses are calculated and            VMware. To prevent immediate taxation of the
     credited to your account. Deferrals are tracked       amounts placed in the trust, the funds in the trust
     through a "rabbi trust," as explained in the          must remain subject to the claims of VMware’s (and
     following Funding section.                            any participating related employers’) creditors.

     You can change your notional investments              A “participating related employer” is defined as
     elections at virtually any time by logging into       another company whose employees are eligible to
     Fidelity NetBenefits® at www.401k.com or              participate in the VMware NQDC Plan. There are
     calling the Fidelity Retirement Benefits Line at      currently no participating related employers of the
     1-800-835-5095.                                       VMware NQDC Plan. Although we do not currently
                                                           plan for there to be any participating related
     A complete description of the notional investment     employers in the future, there can be no assurance
     options and historical performance, planning tools    that there will never be participating related
     to help you choose an appropriate mix, and more       employers of the NQDC Plan.
     information are available online at Fidelity
     NetBenefits® at www.401k.com.                         Accordingly, in the event of an insolvency or
                                                           bankruptcy, you would be an unsecured, general
                                                           creditor of VMware (and any participating related
                                                           employers) and some or all of your deferred
                                                           amounts (adjusted for any deemed gains or losses)
                                                           would be at risk of loss.

5 | NQDC PLAN OVERVIEW
Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
Distributions
     The NQDC Plan offers you the flexibility to tailor the timing of your distributions to fit your financial plan.
     During each enrollment period, you will select the distribution timing and payment method for your
     upcoming plan year deferrals. The timing and payment methods are as follows:

          DISTRIBUTION TIMING                                             FORM OF DISTRIBUTION

          Earlier of either:                                              Either as a:
          • Separation 1
                                                                          • Lump sum distribution
          • A fixed date in the future (at least three years              • Annual installments over 5, 11, or 15 years2
            following the plan year deferred)

      Transferring internationally or to another company within VMware, does not constitute a separation and distributable event.
     1

      If the account balance at the time of separation does not exceed $50,000, it will be paid as a lump sum distribution.
     2

     You may elect to receive your distribution upon your separation from service. You may also choose to
     receive a distribution on a fixed date in the future while still working at VMware. This fixed date must be at
     least three years following the plan year you made the deferral. Thus, amounts deferred pursuant to elections
     made for CY23 salary and FY24 commissions and/or bonus must be deferred until at least CY26. You must
     also elect the form in which you wish your distribution to be made. Even if you elect a fixed date distribution,
     you must choose a form of distribution should you separate from VMware before the fixed date selected for
     distribution, because your separation from service will override a later fixed date distribution election.
     Generally, distributions are processed by Fidelity on the first business day of each calendar quarter: January,
     April, July, and October. Distributions due to separation will be paid at the beginning of the first calendar
     quarter that is at least six months after your separation date.
     You may change your distribution election for a specific deferral year up to two times, subject to the
     following rules:
     • You must make the election change at least 12 months in advance of the first scheduled payment date
       of the deferral.
     • The delay must apply to the entire deferral.
     • The delay must be for a minimum of five years after the date your distribution was originally scheduled
       to occur.
     For example, if you want to delay payment of a lump sum distribution that is scheduled to be paid on
     January 1, 2025, you would have to make a change by December 31, 2023, and the earliest you could
     receive the distribution would be January 1, 2030.
     Note: If you make a change and separate from VMware during the 12 months after you make the change, the
     change is voided and your distribution election will revert back to the original distribution election.

6 | NQDC PLAN OVERVIEW
There are other distribution options for the
                following circumstances:
                      In case of an unforeseeable emergency that causes a severe financial hardship,
                      as determined by the Plan Administrator in accordance with the terms of the
                      NQDC Plan, the Plan Administrator may approve a distribution without penalty in
                      an amount necessary to help alleviate the hardship. However:
                      • You cannot take a loan from the NQDC Plan
                      • NQDC Plan deferrals will be suspended if you take a financial hardship withdrawal
                        from your NQDC Plan account
                      • Your ability to take a financial hardship withdrawal from your 401(k) account
                        does not mean you’ll be approved for a hardship withdrawal from your NQDC
                        Plan account
                      If you die before receiving any or all payments, your designated beneficiary or
                      beneficiaries (or your estate, if you have not designated a beneficiary) will receive
                      payment under the NQDC Plan in a lump sum distribution as soon as
                      administratively feasible following your death. You can designate your beneficiary
                      online at Fidelity NetBenefits®. Note: Beneficiary elections in your 401(k) Plan do
                      not apply to the NQDC Plan.
                      If you are permanently disabled, as defined by the plan, prior to receiving any
                      or all payments, all deferred compensation will be paid in a lump sum distribution
                      as soon as administratively feasible following your disability.

       $
                Add your bank information to your
                Fidelity NQDC Plan for future
                distribution payments. If no banking
                information is provided, your
                distribution will be sent as a live
                check to the mailing address on file.

7 | NQDC PLAN OVERVIEW
Examples of how you can use the NQDC Plan

     Sheena                         Andrew                             Mary
     Sheena is saving for a down    Andrew has a young                 Mary is looking to accumulate
     payment on a future vacation   daughter and, although             additional retirement income.
     home, with a goal of           college for her is more than       She is considering deferring
     purchasing this home by        10 years away, he wants to         some of next year’s base
     2027. She is considering       begin planning today. He is        salary and bonus as a way to
     deferring some of her base     considering deferring all of       save beyond the limits in the
     salary and commissions next    next year’s bonus and              401(k) Plan. She likes the idea
     year in the NQDC Plan and      electing to receive his deferral   of choosing different
     electing to receive her        as annual installments over        distribution timing and
     deferral as a lump sum         five years beginning with the      payment methods for each
     distribution in 2026 for her   first year he expects his          deferral period so she can
     down payment.                  daughter to go to college.         align her distributions with
                                                                       her future income needs.

8 | NQDC PLAN OVERVIEW
Putting It All Together
     How the NQDC Plan compares to the 401(k) Plan
     The NQDC Plan is a “non-qualified” plan that offers you a way to defer additional income beyond the IRS
     limits imposed in the “qualified” 401(k) Plan. Although a non-qualified plan allows you to defer substantially
     more than you would be able to in a 401(k) or other qualified plan, there are differences that you need to
     understand before you decide whether to participate in the NQDC Plan – and how much to defer.

      FEATURE                                   NQDC PLAN                                     401(K) PLAN

      Plan contributions/deferrals
      • Pre-tax contributions/deferrals         Yes                                           Yes – Up to 90% of your base salary,
                                                • 5% to 75% of your base salary               up to the annual IRS limit of $22,500*
                                                • 5% to 100% of your commissions              (pre-tax and Roth combined)
                                                • 5% to 100% of your bonus
                                                There is no IRS limit on NQDC Plan
                                                deferrals.
      • Roth 401(k) contributions               No                                            Yes – Up to 90% of your base salary,
                                                                                              up to the annual IRS limit of $22,500*
                                                                                              (pre-tax and Roth combined)
      • After-tax contributions                 No                                            Yes – Up to the IRS total contribution
                                                                                              limit of $66,000*, which includes your
                                                                                              employee and employer contributions

      Matching contributions                    No                                            Yes – 100% of the first 6% you
                                                                                              contribute on a pre-tax and Roth basis,
                                                                                              up to a quarterly maximum of $2,250
                                                                                              ($9,000 annually)
      Contribution changes                      No – Deferral elections are irrevocable       Yes – Can change at virtually any time
                                                once the enrollment period ends.
      Loans and rollovers                       No                                            Yes – Based on plan rules
      Hardship withdrawals                      Yes – In the event of an unforeseeable        Yes – Based on plan rules
                                                emergency, as determined by the Plan
                                                Administrator
      Security of account                       Limited protection – (rabbi trust)            Fully protected – (qualified trust)
                                                plan assets subject to creditors, as
                                                discussed earlier.

     *If you are age 50 or older during the year, you can contribute an additional $7,500 in “catch-up” contributions in 2023.

        GENERAL GUIDELINES
        1. C
            onsider the 401(k) Plan first. In 2023, you can maximize your contributions to the 401(k) Plan by
           contributing up to $22,500 on pre-tax and/or Roth basis (up to $30,000 if age 50 or over). Plus, you can
           continue saving in the 401(k) on an after-tax basis beyond these IRS limits.
        2. Consider the NQDC Plan as a way to save above and beyond 401(k) Plan limits. However, if you want to
            ensure you receive the maximum 401(k) matching contribution from VMware, make sure your NQDC Plan
            deferrals do not reduce your compensation below $150,000, as this could impact the amount of your 401(k)
            matching contributions. NQDC contributions are not considered eligible 401(k) Compensation.
        3. Evaluate your NQDC Plan deferrals across each of the different eligible compensation types. Keep in mind
             that any bonus deferral you make will apply to the bonus earned during FY24 (February 4, 2023 through
             February 2, 2024) but paid in FY25 (anticipated April 2024).

9 | NQDC PLAN OVERVIEW
Savings Example
                                           Susana
                                           Susana anticipates earning $300,000 in base salary for 2023. She does not
                                           anticipate earning any other types of compensation. She currently contributes
                                           15% of her base salary to the 401(k) Plan to make sure she maximizes her
                                           contributions and receives matching contributions from VMware.
                                           While there are additional opportunities to save this year to the total
                                           contribution limit in the 401(k) Plan of $66,000, Susana uses the NQDC Plan
                                           to save even more by deferring 25% of her base salary, keeping in mind that
                                           the amount of her NQDC Plan contributions reduces the amount of her
                                           401(K) Plan-eligible compensation. Here’s a look at her total 2023
                                           contributions and deferrals (“total savings”):

                                             NQDC PLAN                                         401(K) PLAN

                                             25%                                               15%
      Election by plan
                                             (base salary)

      NQDC Plan eligible                     $300,000
      compensation

      NQDC Plan deferral                     $75,000
                                             (25% x $300k)

      401(k) eligible compensation                                                             $225,000
                                                                                               ($300k – $75k)
                                                                                               Note: NQDC Plan deferrals lower 401(k)
                                                                                               eligible compensation;

      401(k) contributions                                                                     $22,500
                                                                                               (15% x $225k, limited to $22.5k)
                                                                                               Note: The IRS limits 401(k) contributions to
                                                                                               $22,500 for 2023

      VMware matching                                                                          $9,000
      contributions                                                                            (6% x $225k, up to the annual plan
                                                                                               limit of $9k)

      TOTAL AMOUNT SAVED                                      Susana's deferrals and contributions ($75,000 + $22,500): $97,500

                                                                                    401(k) company matching contributions: $9,000

                                                                                                                TOTAL: $106,500

     By deferring into the NQDC Plan, in addition to her 401(k) contributions, Susana's total savings will be $106,500 in 2023.
     Note: Deferrals are made to the NQDC Plan before contributions are made to the 401(k) Plan.
     Keep in mind that every situation is different. As seen in the example, lowering your 401(k) eligible compensation could impact your
     ability to maximize your contributions and VMware’s matching contributions to your 401(k) account, because your 401(k) contributions
     are limited to 90% of your eligible compensation and VMware’s matching contribution is limited to 6% of your eligible compensation. In
     addition, the 401(k) plan offers pre-tax, Roth 401(k) and after-tax contributions. You should consider all of the ways you have to save for
     the future and how those contributions may affect your current as well as future taxable income.

10 | NQDC PLAN OVERVIEW
Other Important Considerations
     Risks
     There are some key risks to consider before participating in the NQDC Plan, including:
     • Once the Annual Enrollment period ends, your deferral elections for that year cannot be changed; you
       can only change your distribution election under the certain circumstances previously noted on page 6.
     • Income taxes are due when you receive your distributions from the NQDC Plan, and applicable tax rates
       may be higher or lower than when you deferred that money.
     • Your account balance is subject to the performance of the notional investment options you select, so be
       sure to monitor your investments in the NQDC Plan as you do in the 401(k) Plan.
     The NQDC Plan is a non-qualified plan, which means it does not have the same guarantees and
     protections that are in place for qualified plans, such as the 401(k) Plan. Your NQDC Plan account balance
     is subject to the claims of VMware creditors in the event of VMware’s (or any participating related
     employer's) insolvency.
     You are strongly encouraged to consult with your personal financial, legal, and tax advisors as you
     consider your participation in the plan.

     Taxes
     • No income taxes are withheld or paid at the time of deferral. However, for purposes of FICA taxes,
       deferred compensation is considered wages. This means that even though you do not receive the
       deferred compensation, payroll must withhold FICA taxes (Social Security up to the annual wage
       maximum, which may be adjusted from year to year, and Medicare for all amounts) in the year of deferral.
     • Deferrals into the NQDC Plan are excluded from income on your annual W-2 wage statement, but are
       reported for informational purposes on the W-2 in the non-qualified plan section.
     • At the time of distribution under the NQDC Plan, the income is treated as ordinary income subject to
       federal, state, and local income taxes in the year in which you or your beneficiaries receive payment.
       There are no additional FICA taxes due since they were paid at the time of deferral.

11 | NQDC PLAN OVERVIEW
Announced Acquisition
     The announced acquisition of VMware, Inc. by Broadcom Inc. is expected to close in Broadcom’s fiscal year
     2023 (Nov. 2022 through Oct. 2023) and is contingent on the satisfaction of closing conditions, including
     receipt of regulatory approvals. VMware plans to operate its NQDC Plan in the normal course through close.
     Broadcom has not yet provided any information regarding its plans for the VMware NQDC Plan, and such
     information may not become available until after the acquisition of VMware is complete. You are
     encouraged to consider this uncertainty when you determine whether to enroll.

                    AN IMPORTANT NOTE ON QUALIFIED AND NON-QUALIFIED PLANS
                    Deferred compensation plans such as the NQDC Plan are “non-qualified” under IRS regulations.
                    Qualified plans, such as 401(k) plans, operate under strict government regulation regarding
                    investment of the money and prohibiting a sponsoring organization’s ability to access the money.
                    Qualified plans also are protected from VMware’s (and any participating related employers')
                    creditors. Any amounts you defer under the NQDC Plan are not protected from VMware’s
                    creditors. VMware has established a rabbi trust and intends to deposit amounts that are deferred
                    into the trust and invest the money in a manner to reflect the investment choices of the NQDC
                    Plan participants, although no participant has a right to actually direct the investment of the rabbi
                    trust funds. In the event of VMware’s (or any participating related employer's) bankruptcy, your
                    right to receive amounts you deferred in the NQDC Plan will be the same as that of any other
                    unsecured creditor. At all times, the NQDC Plan shall be considered unfunded and unsecured for
                    tax purposes and for purpose of Title I of the Employee Retirement Income Security Act of 1974,
                    as amended (ERISA).

     Note: The information contained here reflects the current Plan provisions based on Internal Revenue Code regulations which may change
     from time to time, thus altering the nature of this Plan.

12 | NQDC PLAN OVERVIEW
Enrolling in the NQDC Plan
     The 2023 NQDC Plan Annual Enrollment period is December 5 – 16, 2022.
     There is only one Annual Enrollment period each year. During the year, if you become eligible for the Plan
     for the first time, you must wait until the Annual Enrollment period to enroll.
     To participate in the NQDC Plan, you must make your deferral and distribution elections no later than
     8:00 p.m. Pacific time on December 16, 2022.
     You must enroll and make deferral and distribution elections each year to participate in this plan the
     following calendar and fiscal years. Prior year enrollments do not roll over.
     Once the 2023 NQDC Plan Annual Enrollment period ends, your deferral elections are irrevocable.
     You are strongly encouraged to meet with your financial advisor to determine if the NQDC Plan is right for
     you. More information about the NQDC Plan, including the plan document, and other resources to help you
     with your decision, are available online through Fidelity NetBenefits® at www.401k.com.
     If you have any questions or need assistance with the online enrollment process, call the Fidelity Retirement
     Benefits Line at 1-800-835-5095.

                    Log into www.401k.com. Click the VMware NQDC Plan link.

                    Make your deferral elections. Select Deferrals and enter the percentage you want to defer from
                    each available compensation source.

                    Make your distribution elections. Select Distributions and enter when and how to receive your
                    deferrals, along with any earnings.

                    Allocate notional investments for your deferrals. Select Allocations and enter the percentage
                    of your deferral you want to assign to each option. Review the information for each option
                    before you make your choices and confirm that you have read the prospectuses for the funds
                    you select.

                    Review and submit your elections. Review your elections carefully. If the information is correct,
                    click Submit. Your enrollment is complete, and your elections have been saved. Print your
                    confirmation notice and retain it for your records.

                    Designate beneficiaries. If you haven’t already done so, designate beneficiaries for your account by
                    clicking Profile, then Beneficiaries.

13 | NQDC PLAN OVERVIEW
Some Frequently                                          Does my deferral election carry
                                                                  over from year to year?
         Asked Questions                                          No. You must re-enroll each year you are eligible

         (FAQs)
                                                                  to participate.

                                                                  What if I become eligible for the
         What is a non-qualified deferred                         Plan during the year?
         compensation plan?
                                                                  Newly eligible Plan participants must wait until
         A non-qualified deferred compensation plan is a          the Annual Enrollment period to enroll in the
         type of tax-deferred, employer-sponsored plan that       NQDC Plan.
         falls outside the coverage of most provisions of the
         Employee Retirement Income Security Act
                                                                  Can I change my deferral election?
         (ERISA).
         Generally, these plans represent an agreement or         No. Your deferral election is irrevocable once the
         promise by an employer to pay compensation to            Annual Enrollment Period ends.
         the employee at some future date. As a result, a
         non-qualified plan, like the NQDC Plan, allows you       Why do some deferrals apply to
         to reduce your current tax liability, while focusing
         on tomorrow’s financial needs.                           earnings in the calendar year while
         Although non-qualified plans can be a powerful           others apply to the fiscal year?
         savings tool, they do not offer all the protections
                                                                  When VMware changed its fiscal year from a
         of ERISA that are available with respect to your
                                                                  calendar year to a “4-4-5 fiscal year”, we adjusted
         401(k) Plan (such as funding and fiduciary duties)
                                                                  incentive pay – commissions and bonuses – to align
         and must comply with certain rules to maintain their
                                                                  with the new fiscal year. IRS rules require that
         status as non-qualified plans. One of these
                                                                  NQDC Plan deferral elections be made in the
         requirements is that the plan assets must remain
                                                                  calendar year before a participant begins to earn
         assets of VMware. VMware has set up a rabbi trust
                                                                  deferrable compensation. As a result, when you
         for the Plan and intends to use assets in that trust
                                                                  make your Annual Enrollment deferral election for
         to make distributions under the plan. However,
                                                                  2023, you are electing to defer calendar year 2023
         because the trust is part of VMware’s general
                                                                  salary (salary earned and paid from January 1, 2023,
         assets, it would be subject to the claims of creditors
                                                                  through December 31, 2023) and fiscal year 2024
         if VMware or a participating related employer were
                                                                  commissions (commissions paid to you from
         to declare bankruptcy.
                                                                  February 4, 2023 through February 2, 2024)
                                                                  or fiscal year bonus (bonus earned from
                                                                  February 4, 2023 through February 2, 2024
                                                                  and paid in fiscal year 2025).

E   14 | NQDC PLAN OVERVIEW
Can I change my distribution                                               Can I lose the money I defer?
     election for a given year?                                                 Yes. As a non-qualified plan, deferrals are held in
                                                                                the general assets of VMware. As a result, in the
     Yes, with some restrictions due to the nature
                                                                                event of VMware or a participating related
     of this plan. You can change your distribution
                                                                                employer becomes insolvent, deferrals in the plan
     election for a specific year up to two times
                                                                                would be subject to the claims of creditors.
     subject to plan rules.
                                                                                In addition, since you choose the investment
                                                                                measures that will be applied to your deferrals, and
     When I make a distribution election,                                       the value of the notional investments can increase
     does it apply to all of the funds in                                       or decrease, the value of your account could go
     my Plan account?                                                           up or down.

     No. When you make an election to defer
     compensation for a particular year, you also make
     an election for when and how you want to receive
     deferrals for that plan year. For example, if you
     elect to defer compensation in 2023, you will also
     make distribution elections for those deferrals.
     Your elections will apply only to 2023 deferrals.

     The information contained in this brochure is provided as general information and neither represents nor is intended to be specific
     advice to you or anyone else on any particular matter, including, but not limited to, investment, tax, legal, retirement planning, financial,
     health, or similar advice. It should not be used or relied upon by you as a substitute for your independent research or for professional
     advice regarding your own specific situation.
     Information was provided by VMware and is solely the responsibility of VMware.
     The NQDC Plan may be amended or terminated at any time by VMware and is a U.S. only benefit.
     This document is only a summary of the plan. If there is a conflict between this summary and the plan document, the plan document
     shall govern.

15 | NQDC PLAN OVERVIEW
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