VMware 2010 Annual Report Download - page 130

Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.
(k) Section 409A . This Plan is intended to comply and shall be administered in a manner that is intended to comply with
Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award, issuance and/or
payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the
Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue
Service with respect thereto. Any provision of this Plan that would cause an Award, issuance and/or payment to fail to satisfy Section 409A of
the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent
permitted by applicable law).
(l) Governing Law . The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the
State of Delaware without giving effect to the conflict of laws principles thereof. Notwithstanding anything to the contrary herein, the
Committee, in order to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries
operate, shall have sole discretion to (i) modify the terms and conditions of Awards made to Grantees employed outside the United States,
(ii) establish sub-plans with modified exercise procedures and such other modifications as may be necessary or advisable under the
circumstances presented by local laws and regulations,; and (iii) take any action which it deems advisable to obtain, comply with or otherwise
reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any sub-plan established
hereunder.
(m) Merger or Consolidation . Subject to any required action by the stockholders, if the Company shall be the surviving corporation
in any merger or consolidation (other than a merger or consolidation in which the Company survives but in which a majority of its outstanding
shares are converted into securities of another corporation or are exchanged for other consideration), any Award granted hereunder shall pertain
and apply to the securities which a holder of the number of shares of stock of the Company then subject to the Award is entitled to receive, but a
dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation or in which a
majority of its outstanding shares are so converted or exchanged shall cause every Award hereunder to terminate; provided that if any such
dissolution, liquidation, merger or consolidation is contemplated, the Company shall either (a) arrange for any corporation succeeding to the
business and assets of the Company to issue to the Participants replacement Awards (which, in the case of Incentive Stock Options, satisfy, in
the determination of the Committee, the requirements of Section 424 of the Code) on such corporation’s stock which will to the extent possible
preserve the value of the outstanding Awards or (b) shall make the outstanding Awards fully exercisable or cause all of the applicable
restrictions to which outstanding Stock Awards are subject to lapse, in each case, on a basis that gives the holder of the Award a reasonable
opportunity, as determined by the Committee, following the exercise of the Award or the issuance of shares of Common Stock, as the case may
be, to participate as a stockholder in any such dissolution, liquidation, merger or consolidation and the Award will terminate upon consummation
of any such transaction. The existence of the Plan shall not prevent any such change or other transaction and no Participant hereunder shall
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