VMware 2013 Annual Report Download - page 141

ARTICLE 10 – AMENDMENT AND TERMINATION
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10.1 Amendment by Plan Sponsor. The Plan Sponsor reserves the right to amend the Plan (for itself and each
Employer) through action of its Board of Directors (or the Board’s designee). No amendment can directly or
indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had
accrued and vested prior to the amendment.
10.2 Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the Plan Sponsor
in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all
amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a
Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan
will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by
the Related Employer immediately after the Change in Control which are treated as a single plan under Reg.
Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements are
required to receive all amounts deferred under the terminated arrangements within twelve months of the date
the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. In addition, the Plan
Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under
Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A)
provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of
(a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the
amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is
administratively practicable.
10.3 Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements
sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section
409A and Reg. Sec. 1.409A-
1(c)(2) are terminated, (b) no payments other than payments that would be payable
under the terms of the arrangements if the termination had not occurred are made within twelve months of the
termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan
Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan
Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under
Code Section 409A and the regulations thereunder at any time within the three year period