VMware 2010 Annual Report Download - page 140

Form of Time-
Vested RSU Agreement
for US Employees
through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a
stockholder of the Company with respect to voting such Stock and receipt of dividends and distributions on such Stock.
9. No Effect on Employment . The transactions contemplated hereunder and the vesting schedule set forth in the Notice of Grant do
not: (i) constitute an express or implied promise of continued employment for any period of time, (ii) interfere with right of the Company, the
Parent or any Subsidiary right to terminate the Participant’s employment at any time in accordance with applicable law, or (iii) entitle the
Participant to pay additional rights under the Plan or under any other welfare or benefit plan of the Company, the Parent or any Subsidiary.
10. Black Out Periods . The Participant acknowledges that, to the extent the vesting of any RSUs occurs during a “blackout” period
wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion,
to defer the delivery of the Stock pursuant to the RSU; provided, however, that the Administrator shall not exercise its right to defer the
Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes
such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder
due to the existence of a regularly scheduled blackout period, such shares shall be issued to the Participant on the first day following the
termination of such regularly scheduled blackout period; provided, however, that in no event shall the issuance of such shares be deferred
subsequent to March 15th of the year following the year in which the shares otherwise would have been issued. In the event the receipt of any
shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares shall be issued to the Participant on the first
day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee;
provided, however, that in no event shall the issuance of such shares be deferred subsequent to March 15th of the year following the year in
which such shares otherwise would have been issued. Notwithstanding the foregoing, any deferred shares of Stock shall be issued promptly to
the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The
Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.
11. Award is Not Transferable . Except to the limited extent provided in Section 5 above, this Award of RSUs and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way by the Participant (whether by operation of law
or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Participant has been issued the Stock. Upon
any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby
immediately will become null and void. The terms of this Agreement shall be binding upon the Participant’s executors, administrators, heirs,
successors and any permitted transferees.
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