VMware 2013 Annual Report Download - page 148

any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or
other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution
designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the
legal authority under State law for the care and control of such recipient. The receipt by such person or
institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the
liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.
(b) The right to indemnification provided in this Section shall include the right to have the expenses incurred by
the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the
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13.6 Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall
be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the
Adoption Agreement and if either actually delivered at said address or, in the case or a letter, 5 business days
shall have elapsed after the same shall have been deposited in the United States mails, first-class postage
prepaid and registered or certified.
13.7 Tax Withholding . If the Employer concludes that tax is owing with respect to any deferral or payment
hereunder, the Employer shall withhold such amounts from any payments due the Participant or from amounts
deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his
Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state,
local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or
assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to
Participants under the Plan.
13.8 Indemnification.
(a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by
the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such
action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer
is incorporated, against all expense, liability, and loss (including, without limitation, attorneys' fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this
Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a
settlement to which the Employer does not consent.