VMware 2010 Annual Report Download - page 128

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delivery of Common Stock pursuant to an Award, such exercise, lapse or delivery may be rescinded until the later of (i) two years after such
exercise, lapse or delivery or (ii) two years after such Detrimental Activity. Upon such rescission, the Company at its sole option may require the
Senior Grantee to (i) deliver and transfer to the Company the shares of Stock received by the Senior Grantee upon such exercise, lapse or
delivery, (ii) pay to the Company an amount equal to any realized gain received by the Senior Grantee from such exercise, lapse or delivery,
(iii) pay to the Company an amount equal to the market price (as of the exercise, lapse or delivery date) of the Stock acquired upon such
exercise, lapse or delivery minus the respective price paid upon exercise, lapse or delivery, if applicable or (iv) pay the Company an amount
equal to any cash awarded with respect to an Award. The Company shall be entitled to set-off any such amount owed to the Company against
any amount owed to the Senior Grantee by the Company. Further, if the Company commences an action against such Senior Grantee (by way of
claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Senior Grantee engaged in
Detrimental Activity or otherwise violated this Section 7(d), the Senior Grantee shall reimburse the Company for all costs and fees incurred in
such action, including but not limited to, the Company’s reasonable attorneys’ fees. As used in this Section 7(d), “Detrimental Activity” shall
include: (i) the failure to comply with the terms of the Plan or Award Terms; (ii) the failure to comply with any term set forth in the Company’s
Key Employee Agreement (irrespective of whether the Senior Grantee is a party to the Key Employee Agreement); (iii) any activity that results
in termination of the Senior Grantee’s employment for Cause; (iv) a violation of any rule, policy, procedure or guideline of the Company; or
(v) the Senior Grantee being convicted of, or entering a guilty plea with respect to a crime whether or not connected with the Company.
(e) Taxes . The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to
an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due
in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the
Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This
authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a
Grantee’s tax obligations; provided, however, that the amount of tax withholding to be satisfied by withholding Stock shall be limited to the
minimum amount of taxes, including employment taxes, required to be withheld under applicable federal, state and local law.
(f) Stockholder Approval; Amendment and Termination . The Plan shall take effect on the Adoption Date, subject to the requisite
approval of a majority of the stockholders of the Company, which approval must occur within twelve (12) months of the date that the Plan is
adopted by the Board. If such approval has not been obtained within the twelve (12) month period, all Awards previously granted, exercised or
purchased under the Plan shall be rescinded, canceled and become null and void. The Board may amend, alter or discontinue the Plan and
outstanding Awards thereunder, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Grantee under
any Award theretofore granted without such Grantee’s consent, or that without the approval of the stockholders (as described below) would,
except in the case of an adjustment as provided in Section 5, increase the total number of shares of Stock reserved for the purpose of the Plan. In
addition, stockholder approval shall be required
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