VMware 2013 Annual Report Download - page 109

of the sale or transfer of substantially all VMware’s assets (other than by the grant of a mortgage or security interest), all
outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of
assets, the Board of Directors shall either (a) return the balance in all contribution accounts and cancel all outstanding options, or
(b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving or acquiring corporation, arrange to have that
corporation or an affiliate of that corporation grant to the participants replacement options having equivalent terms and conditions
as determined by the Board of Directors.
In the event of a corporate restructuring, VMware may transfer or terminate participant’
s participation to a separate offering
or non-423 component offering, if advisable or necessary, considering applicable local law and Code Section 423 requirements.
Section 17. Administration of Plan
The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not inconsistent with
the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all
questions which may arise in connection therewith. Except with respect to officers of VMware who are subject to the reporting
requirements of Section 16 of the Securities Act of 1934, management of VMware is also authorized to resolve participant disputes
under the Plan, consistent with the terms of the Plan and any agreements thereunder and any interpretations or guidance issued
under the Plan by the Board of Directors or the Committee.
The Board may, in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or
any other committee at VMware (the “Committee”), in which event all references to the Board of Directors hereunder, including
without limitation the references in Section 17, shall be deemed to refer to the Committee. A majority of the members of any such
Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by all
of the Committee members.
Determinations of the Board of Directors, the Committee or where appropriate, management of the Company, shall be
conclusive and shall bind all parties.
Section 18. Amendment and Termination of Plan
The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the
purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the
time be permitted by law, provided that (except to the extent explicitly required or permitted
7