VMware 2010 Annual Report Download - page 134

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3. Payment of Withholding Taxes . If the Company or any other Subsidiary is obligated to withhold an amount on account of any tax imposed
as a result of the exercise of the Option, the Participant shall be required to pay such amount to the Company prior to delivery of shares of Stock.
4. Plan . The Option is granted pursuant to the Plan, and the Option and this Agreement are in all respects governed by the Plan (the terms of
which are incorporated herein by reference) and subject to all of the terms and provisions thereof, except as otherwise set forth herein. The
Participant shall be entitled to receive financial statements of the Company if and to the extent required in order to comply with applicable law.
5. Employment Rights . No provision of this Agreement or of the Option granted hereunder shall give the Participant any right to continue in
the employ of the Company, a Subsidiary or the Parent, create any inference as to the length of employment of the Participant, affect the right of
an employer to terminate the employment of the Participant, with or without Cause, or give the Participant any right to participate in any
employee welfare or benefit plan or other program (other than the Plan).
6. Governing Law . This Agreement and the Option granted hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware (other than its laws respecting choice of law).
7. Waiver; Cumulative Rights . The failure or delay of either party to require performance by the other party of any provision hereof shall not
affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right
hereunder is cumulative and may be exercised in part or in whole from time to time.
8. Notices . Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered
personally or by mail, postage prepaid, addressed to the Company, at the addressed provided below, and the Participant at his address as shown
on the Company’s payroll records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to
time.
3
such exercise could result in a violation of federal or state securities laws.
(b)
Upon the expiration of the Option Period, if the Option has not yet been exercised and if the Fair Market Value of a share of Stock on
the expiration date of the Option Period is greater than the exercise price per share of the Option, then the Company shall effectuate
an exercise of the Option whereby the Option is simultaneously exercised and shares of Stock thereby acquired are sold, pursuant to
a brokerage or similar arrangement, to use some of the proceeds from such sale as payment of the exercise price and applicable
withholding taxes. Remaining shares of Stock upon such exercise shall then be issued to the Participant (or his or her legal
representative).
To the Company:
VMware, Inc.
3401 Hillview Avenue