VMware 2010 Annual Report Download - page 119

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(h) “Committee” means the Compensation Committee of the Board. Unless other determined by the Board, the Committee shall be
comprised solely of directors who are (a) “non-employee directors” under Rule 16b-3 of the Exchange Act, (b) “outside directors” under
Section 162(m) of the Code and (c) who otherwise meet the definition of “independent directors” pursuant to the applicable requirements of any
national stock exchange upon which the Stock is listed. Any director appointed to the Committee who does not meet the foregoing requirements
shall recuse himself or herself form all determinations pertaining to Rule 16b-3 of the Exchange Act and Section 162(m) of the Code.
(i) “Company” means VMware, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.
(j) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(l) “Exchange Offer” means the offer by the Company to exchange awards issued under the Plan for awards of or with respect to the
common stock of Parent held by certain employees of the Company and its Subsidiaries, as set forth in more detail in the Offer to Exchange
expected to be filed by the Company and Parent.
(m) “Fair Market Value” shall be the closing sales price per share of Stock for the date of grant on the principal securities exchange
on which the Stock is traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the
Stock is not listed for trading on a national securities exchange, the fair market value of Stock shall be determined in good faith by the Board.
For purposes of the exercise price of Options granted in the Exchange Offer, Fair Market Value shall mean the initial public offering price of the
Stock as set forth in the Company’s Form S-1 Registration Statement.
(n) “Grantee” means a person who, as an employee or independent contractor of or non-employee director with respect to the
Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.
(o) “ISO” means any Option designated as and intended to be and which qualifies as an incentive stock option within the meaning of
Section 422 of the Code.
(p) “NQSO” means any Option that is designated as a nonqualified stock option or which does not qualify as an ISO.
(q) “Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO
or an NQSO.
(r) “Other Cash-Based Award” means a cash-based Award granted to a Grantee under Section 6(b)(iv) hereof, including cash
awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
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