VMware 2010 Annual Report Download - page 138

Form of Time-
Vested RSU Agreement
for US Employees
II. AGREEMENT
1. Grant of the RSUs . The Company has granted the Participant the number of RSUs set forth in the Notice of Grant. However,
unless and until the RSUs will have vested, the Participant will have no right to the payment or receipt of any Stock subject thereto. Prior to
actual payment or receipt of any Stock, the RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the
general assets of the Company.
2. Vesting of RSUs . Subject to Section 4, the Participant will vest in the RSUs in accordance with the vesting schedule set forth in
the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the
Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or,
if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer
employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least
80% of the equity or voting interest, the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as
of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or the
related Stock. In such case, any unvested RSUs held by the Participant immediately following such termination of employment shall be deemed
reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the unvested RSUs and shall have all the
rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by
reason of death or disability, then any unvested portion of the RSUs shall automatically accelerate and the Participant shall become fully vested
in the RSUs upon termination of employment by reason of death or disability. In all cases, the date of termination of employment shall be
determined in the sole discretion of the Administrator.
3. Issuance of Stock . No Stock shall be issued to the Participant prior to the date on which the RSUs vest. After any RSUs vest and
subject to the terms of this Agreement, including without limitation Section 6 hereof, the Company shall cause to be issued (either in book-entry
form or otherwise) to the Participant or the Participant’s beneficiaries, as the case may be, that number of shares of Stock corresponding to the
number of such vested RSUs as soon as administratively practicable following vesting, but in no event shall the issuance of such shares be made
subsequent to March 15th of the year following the year in which the shares vested. No fractional shares of Stock shall be issued under this
Agreement. Notwithstanding any provision in the Plan to the contrary, the RSUs shall be settled only in shares of Stock.
4. Administrator Discretion . The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the RSUs at any time, subject to the terms of the Plan. If so accelerated, such RSUs will be considered as having vested as of the
date specified by the Administrator.
5. Death of Participant
. Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then
deceased, be made to the administrator or executor of the Participant’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory
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