VMware 2010 Annual Report Download - page 121

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in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.
(v) “Plan” means this VMware, Inc. 2007 Equity and Incentive Plan, as amended from time to time.
(w) “Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(ii) that is subject to certain restrictions
and to a risk of forfeiture.
(x) “Restricted Stock Unit”
means a right granted to a Grantee under Section 6(b)(iii) of the Plan to receive shares of Stock subject to
certain restrictions and to a risk of forfeiture.
(y) “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, including any successor to such Rule.
(z) “Stock” means shares of Class A common stock, par value $0.01 per share, of the Company.
(aa) “Stock Appreciation Right” means an Award that entitles a Grantee upon exercise to the excess of the Fair Market Value of the
Stock underlying the Award over the base price established in respect of such Stock.
(bb) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of
granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in the chain.
3. ADMINISTRATION .
(a) The Plan shall be administered by the Committee or, at the discretion of the Board, the Board. In the event the Board is the
administrator of the Plan, references herein to the Committee shall be deemed to include the Board. The Board may from time to time appoint a
member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the
Committee however caused. Subject to applicable law, the Board or the Committee may delegate to a sub-committee or individual the ability to
grant Awards to employees who are not subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions
involving equity securities of the Company at the time any such delegated authority is exercised.
(b) The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of
the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the
time or times at which Awards shall be granted, to determine the type and number
4