VMware 2010 Annual Report Download - page 118

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Exhibit 10.9
Amended and Restated on December 13, 2010
VMWARE, INC.
2007 EQUITY AND INCENTIVE PLAN
1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
The purpose of the VMware, Inc. 2007 Equity and Incentive Plan is to attract, motivate and retain employees and independent contractors
of the Company and any Subsidiary and Affiliate and non-employee directors of the Company, any Subsidiary or any Affiliate. The Plan is also
designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company’s shareholders and to permit
the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Code. Pursuant to the provisions
hereof, there may be granted Options (including “incentive stock options” and “non-qualified stock options”), and Other Stock-Based Awards,
including but not limited to Restricted Stock, Restricted Stock Units, Stock Appreciation Rights (payable in shares) and Other Cash-Based
Awards.
The 2007 Equity and Incentive Plan shall become effective as of the date of the adoption by the Board.
2. DEFINITIONS . For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Adoption Date” means the date that the Plan was adopted by the Board.
(b) “Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
(c) “Award” means individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units or Other
Stock-Based Awards or Other Cash-Based Awards.
(d) “Award Terms” means any written agreement, contract, notice or other instrument or document evidencing an Award.
(e) “Board” means the Board of Directors of the Company.
(f) “Cause” shall have the meaning set forth in the Grantee’s employment or other agreement with the Company, any Subsidiary or
any Affiliate, if any, provided that if the Grantee is not a party to any such employment or other agreement or such employment or other
agreement does not contain a definition of Cause, then Cause shall have the meaning set forth in the Award Terms.
(g)
“
Code
”
means the Internal Revenue Code of 1986, as amended from time to time.