VMware 2010 Annual Report Download - page 123

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Awards granted during any fiscal year to any single individual shall not exceed 3,000,000. Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise.
If any shares subject to an Award (other than Awards substituted or assumed pursuant to Section 5(b) herein) are forfeited, cancelled, exchanged
or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to
such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards
under the Plan.
(b) The Committee shall have the right to substitute or assume Awards of acquired entities in connection with mergers,
reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant
to Section 5 shall be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the
number of shares of Stock subject to Awards before and after the substitution.
(c) Except as provided in an Award Term or as otherwise provided in the Plan, in the event of any extraordinary dividend or other
extraordinary distribution (whether in the form of cash, Stock, or other property), recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, recapitalization, combination, repurchase, or share exchange, or other similar corporate transaction or event, the
Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of
shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards
issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the
exercise price, grant price or purchase price relating to any Award, (iv) the Performance Goals and (v) the individual limitations applicable to
Awards; provided that, with respect to ISOs, any adjustment shall be made in accordance with the provisions of Section 424(h) of the Code and
any regulations or guidance promulgated thereunder, and provided further that no such adjustment shall cause any Award hereunder which is or
becomes subject to Section 409A of the Code to fail to comply with the requirements of such section.
6. SPECIFIC TERMS OF AWARDS .
(a) General
. Subject to the terms of the Plan and any applicable Award Terms, (i) the term of each Award shall be for such period as
may be determined by the Committee, and (ii) payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or
exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without
limitation, cash, Stock or other property, and may be made in a single payment or transfer, in installments, or, subject to the requirements of
Section 409A of the Code on a deferred basis.
(b) Awards . The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent
with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan.
6