VMware 2010 Annual Report Download - page 120

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(s) “Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(iv) hereof, that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, each of which may be subject to the
attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.
(t) “Parent” means EMC Corporation, a Massachusetts corporation.
(u) “Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings including operating
income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book
value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or
diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment,
return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free
cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;
(xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth;
(xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings,
productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market
penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of
litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget
comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and
plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development
collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing.
Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a
percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or Affiliate, or a
division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of
other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of
performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made
(or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting
will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall
be subject to certification by the Committee; provided that, to the extent an Award is intended to satisfy the performance-based compensation
exception to the limits of Section 162(m) of the Code and then to the extent consistent with such exception, the Committee shall have the
authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or
any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws
or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent
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