VMware 2010 Annual Report Download - page 133
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2. Exercise .
2
Period. If the exercise of the Option within the applicable time period set forth in this Section 1(c) is prevented by the provisions of
Section 7(j) of the Plan, the Option shall remain exercisable until one (1) month after the date the Participant is notified by the
Company that the Option is exercisable, but in any event no later than the Option Period. The occurrence of any of the following, as
reasonably determined by the Company in good faith, shall constitute “Cause,”
provided that the Participant has been given notice by
the Company of the existence of Cause and, if the existence of Cause is curable, a reasonable opportunity to cure the existence of
such Cause:
(i)
willful neglect, failure or refusal by the Participant to perform his or her employment duties (except resulting from the
Participant
’
s incapacity due to illness) as reasonably directed by his or her employer;
(ii)
willful misconduct by the Participant in the performance of his or her employment duties;
(iii)
the Participant
’
s indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; or
(iv) the Participant’s commission of an act involving personal dishonesty that results in financial, reputational, or other harm to
the Company and its affiliates and subsidiaries, including, but not limited to, an act constituting misappropriation or
embezzlement of property.
(d)
Unless otherwise determined by the Committee, the Option granted hereunder is not transferable by the Participant except by will or
the laws of descent and distribution.
(e)
The Company shall not be required to issue any fractional shares of Stock pursuant to this Option.
(a)
Unless otherwise determined by the Committee, the Option shall be exercisable during the Participant
’
s lifetime only by the
Participant (or his or her legal representative), and after the Participant’s death only by the Participant’s legal representative. The
Option may only be exercised by the delivery to the Company of a properly completed written notice, in form specified by the
Committee or its designee, which notice shall specify the number of shares of Stock to be purchased and the aggregate exercise price
for such shares, together with payment in full of such aggregate exercise price. Payment shall be made in the manner permitted in
Section 6(b)(i)(B) of the Plan or as authorized by the Committee pursuant to such section. The Option may not be exercised unless
the Participant agrees to be bound by such documents as the Committee may reasonably require, including, if the Option is exercised
prior to an IPO (as defined below), a stockholder’s agreement. The Committee may deny any exercise permitted hereunder if the
Committee determines, in its discretion, that