VMware 2010 Annual Report Download - page 129

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with respect to any amendment with respect to which shareholder approval is required under the Code, the rules of any stock exchange on which
Stock is then listed or any other applicable law. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall
terminate on the tenth anniversary of (i) its Adoption Date or (ii) the date the Plan is approved by a majority of the stockholders of the Company,
whichever is earlier. No Awards shall be granted under the Plan after such termination date.
(g) No Rights to Awards; No Stockholder Rights
. No Grantee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Grantees. No Grantee shall have any right to payment or settlement under any Award unless and
until the Committee or its designee shall have determined that payment or settlement is to be made. Except as provided specifically herein, a
Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the
issuance of such shares.
(h) Unfunded Status of Awards . The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. With
respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such
Grantee any rights that are greater than those of a general creditor of the Company.
(i) No Fractional Shares . No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
(j) Regulations and Other Approvals .
(i) The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the Committee.
(ii) Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the
listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an
Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.
(iii) In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock
shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a
Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the
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