VMware 2013 Annual Report Download - page 136
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majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in
which each corporation is a majority shareholder of another corporation in the chain, ending in a
corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty
percent (50%) of the total fair market value and voting power of such corporation.
915
(b Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock
underlying a vested option is considered owned by the individual who owns the vested option (and
the stock underlying an unvested option is not considered owned by the individual who holds the
unvested option). If, however, a vested option is exercisable for stock that is not substantially vested
(as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not
treated as owned by the individual who holds the option.
(c Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the
date that any one person or more than one person acting as a group, acquires ownership of stock of
the corporation that, together with stock held by such person or group, constitutes more than fifty
percent (50%) of the total fair market value or total voting power of the stock of such corporation. If
any one person or more than one person acting as a group is considered to own more than fifty
percent (50%) of the total fair market value or total voting power of the stock of a corporation, the
acquisition of additional stock by the same person or persons is not considered to cause a change in
the ownership of the corporation (or to cause a change in the effective control of the corporation as
discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person,
or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in
exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when
there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such
corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons
will not be considered to be acting as a group solely because they purchase or own stock of the same
corporation at the same time or as a result of a public offering. Persons will, however, be considered
to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the corporation. If a person,
including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase
or acquisition of stock, or similar transaction, such shareholder is