VMware 2010 Annual Report Download - page 125

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(ii) Restricted Stock .
(A) The Committee may grant Awards of Restricted Stock under the Plan, subject to such restrictions, terms and
conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Terms (provided that any
such Award is subject to the vesting requirements described herein). The vesting of a Restricted Stock Award granted under the Plan may be
conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate, upon the
attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion.
(B) The Committee shall determine the purchase price, which, to the extent required by law, shall not be less than par
value of the Stock, to be paid by the Grantee for each share of Restricted Stock or unrestricted stock or stock units subject to the Award. The
Award Terms with respect to such stock award shall set forth the amount (if any) to be paid by the Grantee with respect to such Award and when
and under what circumstances such payment is required to be made.
(C) Except as provided in the applicable Award Terms, no shares of Stock underlying a Restricted Stock Award may be
assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms
of such Award.
(D) If and to the extent that the applicable Award Terms may so provide, a Grantee shall have the right to vote and
receive dividends on Restricted Stock granted under the Plan. Unless otherwise provided in the applicable Award Terms, any Stock received as a
dividend on or in connection with a stock split of the shares of Stock underlying a Restricted Stock Award shall be subject to the same
restrictions as the shares of Stock underlying such Restricted Stock Award.
(E) Upon the termination of a Grantee’s employment or service with the Company and its Subsidiaries or Affiliates, the
Restricted Stock granted to such Grantee shall be subject to the terms and conditions specified in the applicable Award Terms.
(F) Notwithstanding anything to the contrary herein, grants of Restricted Stock may be made hereunder which have the
terms and conditions set forth in the Exchange Offer.
(iii) Restricted Stock Units
. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following
terms and conditions:
(A) At the time of the grant of Restricted Stock Units, the Committee may impose such restrictions or conditions to the
vesting of such Awards as it, in its discretion, deems appropriate, including, but not limited to, the achievement of Performance Goals. The
Committee shall have the authority to accelerate the settlement of any outstanding award of Restricted Stock Units at such time and under such
circumstances as it, in its sole discretion, deems appropriate, subject compliance with the requirements of Section 409A of the Code.
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