How much did your base pay reduce and did your RSU make up for it?
P7 Sales 25% cut and RSU do not make up for the cut.
44 replies (most recent on top)
Everyone who thinks that reduction of base salary violates the merger agreement should Google "Offer letters Deloitte M&A" and read that article about offer letters.
The reason why I think this complaint will not hold up in court is because BC actually does not need to give offer letters to VMW employees in general. If they bring everyone over with same roles and orgs and reporting structure etc. then they do not need to send an offer letter.
The fact that they are sending one means something about your job is changing. That it is a new job and an offer for a new job. And hence they can offer you a new salary and other benefits. Also they are keeping your VMW RSUs with same vesting schedule. You are free to reject this new offer for this new job. Hence they are not violating anything. Also if you combine your VMW RSUs and new BC RSUs then total comp will be lot higher. If you say that nothing about your job is changing and they still are offering pay cuts then there might be an issue. But I doubt BC lawyers are that d-mb.
If this deal goes through then you will see that EUC and CB folks will not get an offer letter as entire org will be brought over as is. They will only receive a welcome email etc. They will also not get any pay cuts. Then they will be bundled off to new owners as a whole.
The “offer letter” basically says that if you agree to this voids all the previous statements, so we can lie to you and get away with it.
They take all of us for su-kers.
Hock is not a good man. He is an evil man. Working for him is working for the devil.
"The offer letter voids all employment agreements, meaning if you had an employment contract. It didn’t void the merger agreement. "
Makes sense. So, if that's the case why are salaries reduced in the BCOM offers for many people, when the merger agreement states that employee compensation and specifically base salaries will be at or above current level for 12 months? RSU's aren't salary - even though they vest every quarter. It seems like a blatant violation of the merger agreement.
We intend to…
Fûck you in every possible way.
Thanks Hock, I’ll be pi----g on your grave soon enough.
You can beat your employees but you can’t beat time.
Tick tock, tick tock Hock…
I've received RSUs for a long time. The language here is different. In most offer letters that include RSUs, there is a statement that the recommendation WILL be made at the next committee meeting following a start date. It is possible, maybe even likely, that it is merely a nuance between companies, but the difference is there and can easily be important. My world isn't falling apart, but I also won't be surprised if they turn into Darth Vader and ask me to pray they don't alter the deal more.
"We intend to recommend? With that what you will, but I'm not signing anything or sending Broadcom anything until they send me something of actual value."
This is common language in stock vests. If you've gotten them before from VMware, I believe this will be in there as well, but, if not, having been at several large employers in the past, I wouldn't worry about this at all, it's boilerplate.
Not saying you should/shouldn't take the offer, but if it lays out X amount of stock "recommended", you can be pretty much assured that's what you're going to get.
Now, if you can survive long enough to see the value of those stock; that's an entirely different question!
A bit off topic now, but it should be clear you do not have an offer letter. You have a welcome letter that states an intent and in no way creates a binding agreement between you an Broadcom.
In connection with the Transaction and subject to the terms of this letter (including the occurrence of the Closing Date), I am confirming our intent to continue your employment following the Closing Date.
Now, I don't really think that Broadcom is going to sc--w people over worse than they already have, but none of us have jobs or severance until an actual offer letter comes out.
The worst thing to me is that management all over VMware is trying to convince people that the pay structure tilting towards RSU's isn't a bad thing.
We intend to recommend to the Compensation Committee of the board of directors or its authorized delegate (the “Committee”) of Broadcom Inc. that you be granted XX restricted stock units (“Restricted Stock Units” or “RSUs”) as an inducement award.
We intend to recommend? With that what you will, but I'm not signing anything or sending Broadcom anything until they send me something of actual value.
The offer letter voids all employment agreements, meaning if you had an employment contract. It didn’t void the merger agreement.
"Offer letter explicitly voids any prior agreement. Merger agreement statements apply only if you decline the offer. You will get same base and benefits during 60 days WARN notice before they let you go. "
So, basically you're stuck. Either take the offer, which voids all prior agreements, even though it explicitly violates the spirit of what VMW/AVGO agreed to in the merger agreement or reject it and get the severance and join the job market. So, by this logic, are any of the employee-related T&C in the merger agreement valid at all? I'm guessing you're right but is it really that easy to negate an entire section of the merger agreement just by saying "if you want the job we're offering you, all that stuff is void, but feel free to reject it and be unemployed." Seems like agreement under duress to me if that's the case.
Offer letter explicitly voids any prior agreement. Merger agreement statements apply only if you decline the offer. You will get same base and benefits during 60 days WARN notice before they let you go.
What prevents a VMware employee from going to their HR and saying hey, I want you to enforce the merger agreement against the offer that Broadcom has given me?
HR has never existed to protect employees. They exist to mitigate problems for the company. I'm sure a great many HR employees would love to do what is best for you, but they framework simply doesn't exist and the corporation doesn't care.
Certified mail. Copy CEO, CFO and VMs lawyers in the deal. They are the ones who wrote the agreement - names r on it.
Put that request in writing, email and certified mail.
Just email it to HR. Lawyers can always ask for the emails later.
Sounds like a good plan.
I'm a lawyer. I'd love to take this case. Send me $300,000 as an up front retainer and when I win I'll take 30% of the settlement. It will take about 2-3 years, that is if the case is accepted by the court and not thrownout.
Send me your website and I’ll be happy to follow up.
Broadcom are showing their true colors, happy to ignore legal contracts when they believe that they are likely to get away with it. These are devious, dishonest people. I will not work for a rotten company like that.
You can to to HR, if you can find one that is working and that gives a damn.
Or report this to SAMR in China that BC aren't even keeping to basic terms of the merger agreement. Therefore how likely will they be to keep to agreement on any remedies...
The deal hasn’t been approved and it hasn’t closed. What prevents a VMware employee from going to their HR and saying hey, I want you to enforce the merger agreement against the offer that Broadcom has given me?
Put that request in writing, email and certified mail.
Bad offer
I'm a lawyer. I'd love to take this case. Send me $300,000 as an up front retainer and when I win I'll take 30% of the settlement. It will take about 2-3 years, that is if the case is accepted by the court and not thrownout.
P6, 15% base OTE (salary & variable) decrease, 600 RSU for 4 years.
I’m sure Hock’s attitude is “so sue me!”
Probably more like "sue me if you can".
the employees must have at least the same wage rate or base salary as in effect for such a continuing employee immediately prior to the closing effective time.
Very clear language. Not that is matters, we can only accept or decline what was offered before any legal action.
Lawyers should be able to make an easy case that they violated the terms as avgo significantly lowered salaries.
If the deal goes through, it will take forever to go through the courts. Every day that goes by will have less and less original VMware employees. I’m sure Hock’s attitude is “so sue me!”
That doesn't seem like an impossible route, but I don't know if the shareholders themselves would have proper standing (or be able to show harm). Potentially an argument about bad faith? Broadcom clearly had no intent to honor 7.7 and by VMware not suing it doesn't seem the VMware has any intent on enforcing 7.7.
Potentially, if you are a shareholder who voted for this agreement, you were relying on the terms of the agreement when you cast your vote.
If the agreement is not enforced and the terms are violated you may have a claim as a shareholder. Not sure who would enforce it? SEC maybe?
SEC enforces amazing stuff. If CEOs make misleading statements they can suffer. (E.g. Boeing when CEO said 737 max planes were safe, cost the $200mil from SEC.)
I’ve been waiting to see how Dell and SilverLake will pay less taxes on this transaction (if it closes) than us schmucks.
With the exception of Hock Tan and Michael Dell, everyone else will be the loser in the end. Just read the fine print of any AVGO communication you receive and then imagine the real consequences.
You are merely a pawn, and you're being played.
“Cash incentive programs” are not base pay.
It's already written in stone. Broadcom can't touch base salaries for 1 year. Stop creating issues where there aren't any, troll.
What a thoughtful and help post. I'll counter with the language from the Broadcom welcome letter:
Effective as of the Closing Date, you will cease to participate in any VMware cash incentive plans, and your compensation package will be as follows (less applicable deductions and withholdings)
It's already written in stone. Broadcom can't touch base salaries for 1 year. Stop creating issues where there aren't any, troll.
That’s a really interesting point.
I’m not a lawyer but seems to me an agreement that is neither followed nor enforced isn’t worth the paper it’s printed on.
This is the document that shareholders signed off on when they voted for the merger agreement. If the idea that all of these terms were just for show, and that none of them were actually going to be followed or enforced, then I do think somethings wrong. Why put such documents in front of the SEC or shareholders?
Unfortunately, I don't think this is about hope. VMware employees are not party to the contract and cannot be considered an aggrieved party. Unless there is a legal theory that says employment laws are violated by Broadcom not fully honoring section 7.7, any suit brought by an employee isn't likely to survive motions for dismissal. Feel free to find your own employment attorney and get different advice. I would love to force Broadcom to honor my cash comp, this is going to wreak havoc on my taxes.
I wouldn’t give up that easy. I do think the employees have legal recourse. The class that has been harmed by Vmware’s failure to enforce the merger terms, which Broadcom clearly violated, can sue VMware and Broadcom as well. If employees cannot rely on the merger terms, it is clear they have been harmed and any negotiation of such terms was done in a duplicitous manner.
Decent chance of success, Imo.
Base pay down ~20%. Base+bonus down ~15%. Adding in the RSUs, 4 year total comp is down 2%. Adding in the VMW RSUs (assuming they convert favorably), total comp over 4 years is up ~35%.
Legally, employees can do nothing. We are not party to the merge agreement. VMware as a company would need to sue Broadcom for breach, which is not going to happen.
Lawyer would have fun with this, especially as it appears to be a pervasive, regular and repeating violation of the merger terms, affecting a class.
The internet has proved useful because when people share the info, these matters come to light.
Likely BC will have to do something about those offers - violations presented even before the deal was approved. That’s rather risky business.
PS if you want to read the merger agreement it was filed via form 8-K with the SEC on may 26, 2022
Section 7.7, page 93 of the definitive merger agreement, explicitly says in paragraph (a)) “the employees must have at least the same wage rate or base salary as in effect for such a continuing employee immediately prior to the closing effective time.”
Therefore, they are in violation of their own merger agreement if they offer you a lower base wage.
You only have to pay taxes when your RSU vests and you receive an actual payout of stock shares. At that point, you have to report income based on the fair market value of the stock.
I'm in a country that can't be notified of offers until close.
Having been promoted to P6 this year without a raise it'll be a no brainer to decide what to do if my pay gets get by 20%!
P6 20% paycut, 600 RSU's, 35% bonus