VMware 2013 Annual Report Download - page 138

Download and view the complete annual report

Please find page 138 of the 2013 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 186

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186

917
(e Change in the ownership of a substantial portion of a corporation’s assets. A change in the
ownership of a substantial portion of a corporation’s assets occurs on the date that any one person,
or more than one person acting as a group (as determined in accordance with rules similar to those
set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the
date of the most recent acquisition by such person or persons) assets from the corporation that have
a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market
value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For
this purpose, gross fair market value means the value of the assets of the corporation or the value of
the assets being disposed of determined without regard to any liabilities associated with such assets.
There is no Change in Control event under this Section 9.7(e) when there is a transfer to an entity
that is controlled by the shareholders of the transferring corporation immediately after the transfer. A
transfer of assets by a corporation is not treated as a change in ownership of such assets if the
assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in
exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or
voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than
one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total
value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty
(50%) of the total value or voting power of which is owned, directly or indirectly, by a person
described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise provided, a
person
’
s status is determined immediately after the transfer of assets.
9.8 Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise
occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the
Employer treats all payments to similarly situated Participants on a reasonably consistent basis.
(a The Employer may delay payment if it reasonably anticipates that its deduction with respect to such
payment would be limited or eliminated by the application of Code Section 162(m). Payment must be
made during the Participant’s first taxable year in which the Employer reasonably anticipates, or
should reasonably anticipate, that if the payment is made during such year the deduction of such
payment will not be barred by the application of Code Section 162