VMware 2013 Annual Report Download - page 110
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herein) no such amendment will, without the approval of the shareholders of the Company, (a) increase the maximum number of
shares available under the Plan, (b) reduce the option price of outstanding options or reduce the price at which options may be
granted, (c) change the conditions for eligibility under the Plan, or (d) amend the provisions of this Section 18 of the Plan, and no
such amendment will adversely affect the rights of any participant (without his or her consent) under any option theretofore
granted.
The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights
and privileges of holders of the outstanding options.
Section 19. Approval of Shareholders
The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within
twelve months after the date the Plan is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no
option shall be exercised prior to the date of such approval.
Section 20. Limitations
Notwithstanding any other provision of the Plan:
(a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option
to him or her, he or she would (in accordance with the provisions of Sections 423 and 424(d) of the Code own or be deemed to own
stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of
its parent or subsidiary corporation, as defined in Section 424 of the Code.
(b) No employee shall be granted an option under this Plan that would permit his or her rights to purchase shares of stock
under all employee stock purchase plans (as defined in Section 423 of the Code) of VMware or any subsidiary or parent
corporation to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined at the time the option is
granted) for each calendar year during which any such option granted to such employee is outstanding at any time, as provided in
Section 423 of the Code.
(c) No employee shall be granted an option under this Plan that would permit him or her to withhold more than $7,500 in
each six-month option period, and pro-rated for longer or shorter periods, at the Committee’s discretion, or $15,000 per calendar
year, less the amount of any rollover.
(d) No employee whose customary employment is 20 hours or less per week shall be eligible to participate in the Plan,
unless otherwise required under applicable law. If
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