VMware 2010 Annual Report Download - page 127

7. GENERAL PROVISIONS .
(a) Nontransferability, Deferrals and Settlements . Unless otherwise determined by the Committee or provided in an Award Term or
set forth below, but in accordance with the Code and any applicable laws, Awards shall not be transferable by a Grantee except by will or the
laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal
representative. Any Award shall be null and void and without effect upon any attempted assignment or transfer, except as herein provided,
including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, divorce, trustee process or similar process, whether legal or equitable, upon such Award. The Committee may permit Grantees to
elect to defer the issuance of shares of Stock or the settlement of Awards in cash under such rules and procedures as established under the Plan to
the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder. Notwithstanding
the foregoing but subject to applicable law, the Committee in its sole discretion may grant transferable NQSOs that, upon becoming fully vested
and exercisable, may be transferred to a third-party pursuant to an auction process approved or established up by the Company.
(b) Leave of Absence; Reduction in Service Level . The Committee may determine, in its discretion (i) whether, and the extent to
which, an Award shall vest during a leave of absence, (ii) whether, and the extent to which, a reduction in service level (for example, from full-
time to part-
time employment), shall cause a reduction, or other change, in an Award, and (iii) whether a leave of absence or reduction in service
shall be deemed a termination of employment or service for the purpose of the Plan and the Award Terms. The Committee shall also determine
all other matters relating to whether the employment or service of a recipient of an Award is continuous for purposes of the Plan and the Award
Terms.
(c) No Right to Continued Employment, etc . Nothing in the Plan or in any Award granted or any Award Terms, promissory note or
other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company, any
Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or the applicable Award Terms or to interfere
with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment or service.
(d) Cancellation and Rescission of Awards . The following provisions of this Section 7(d) shall apply to Awards granted to
(i) Grantees who are classified by the Company or a Subsidiary as an executive officer, senior officer, or officer (collectively, “Officers”) of the
Company or a Subsidiary, (ii) Grantees who are non-employee directors of the Company, and (iii) certain other Grantees designated by the
Committee or the Board to be subject to the terms of this Section 7(d) (such designated Grantees together with Officers and non-employee
directors are referred to collectively as “Senior Grantees”). The Committee or the Board, in its sole discretion, may cancel, rescind, forfeit,
suspend or otherwise limit or restrict any unexpired Award at any time if the Senior Grantee engages in “Detrimental Activity” (as defined
below). Furthermore, in the event a Senior Grantee engages in Detrimental Activity at any time prior to or during the six months after any
exercise of an Award, lapse of a restriction under an Award or
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