VMware 2010 Annual Report Download - page 126

Download and view the complete annual report

Please find page 126 of the 2010 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 149

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149

(B) Unless otherwise provided in the applicable Award Terms or except as otherwise provided in the Plan, upon the
vesting of a Restricted Stock Unit there shall be delivered to the Grantee, as soon as practicable following the date on which such Award (or any
portion thereof) vests, that number of shares of Stock equal to the number of Restricted Stock Units becoming so vested.
(C) Subject to compliance with the requirements of Section 409A of the Code, Restricted Stock Units may provide the
Grantee with the right to receive dividend equivalent payments with respect to Stock actually or notionally subject to the Award, which
payments may be either made currently or credited to an account for the Grantee, and may be settled in cash or Stock, as determined by the
Committee. Any such settlements and any such crediting of dividend equivalents may be subject to such conditions, restrictions and
contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents.
(D) Upon the termination of a Grantee’s employment or service with the Company and its Subsidiaries or Affiliates, the
Restricted Stock Units granted to such Grantee shall be subject to the terms and conditions specified in the applicable Award Terms.
(iv) Other Stock-Based or Cash-Based Awards .
(A) The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-
Based 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, at the date of grant or thereafter, including the Performance Goals and
performance periods. Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under
Section 6(iv) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation,
Stock, other Awards, notes or other property, as the Committee shall determine, subject to any required corporate action.
(B) With respect to a Covered Employee, the maximum value of the aggregate payment that any Grantee may receive
with respect to Other Cash-Based Awards pursuant to this Section 6(b)(iii) in respect of any annual performance period is $5,000,000 and for
any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the
performance period and the denominator of which is twelve. No payment shall be made to a Covered Employee prior to the certification by the
Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock- or
Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.
(C) Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any Grantee who is not
a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate.
9