VMware 2007 Annual Report Download - page 103

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remaining in a participant’s withholding account at the end of an option period (which would be equal to a fractional share) is rolled over to the
opening balance in a participant’s withholding account for the next option period pursuant to Section 8 below (a “rollover”),
such amount will be
applied to the last payroll deduction for the next option period, thereby reducing the amount of that payroll deduction; further provided that the
maximum of $7,500 per option period shall be reduced by the amount of any rollover. For purposes of the Plan, “compensation” shall mean all
cash compensation paid to the participant by the Company.
A participant may only elect to change the withholding rate of his or her payroll deduction authorization by written notice delivered to the
Company at least one business day prior to the first day of the option period as to which the change is to be effective; provided, however, that the
Company shall provide each participant with one opportunity to change the level of his or her withholding rate during the first option period after
the commencement of such period as contemplated by Section 4. Following delivery to the Company of any payroll deduction authorization or
any election to change the withholding rate of a payroll deduction authorization, appropriate payroll deductions or changes thereto shall
commence as soon as reasonably practicable. All amounts withheld in accordance with a participant’s payroll deduction authorization shall be
credited to a withholding account for such participant.
Subject to the maximum $7,500 per option period contribution, the Company shall permit each participant to contribute, by means of a
one-time cash contribution, the amount of the payroll deductions that are returned to the participant from the EMC Corporation 1989 Employee
Stock Purchase Plan as a result of the participant’s participation in this Plan. Such contribution shall be credited to the participant’s withholding
account, but no contribution may be made unless the Form S-8 registration statement with respect to the issuance of stock under this Plan is
effective.
Section 6. Grant of Options
Each person who is a participant on the first day of an option period shall as of such day be granted an option for such period. Such option
shall be for the number of shares of stock to be determined by dividing (a) the balance in the participant’s withholding account on the last day of
the option period by (b) the purchase price per share of the stock determined under Section 7, and eliminating any fractional share from the
quotient. In the event that the number of shares then available under the Plan is otherwise insufficient, the Company shall reduce on a
substantially proportionate basis the number of shares of stock receivable by each participant upon exercise of his or her option for an option
period and shall return the balance in a participant’s withholding account to such participant. In no event shall the number of shares of stock that
a participant may purchase during any one option period under the Plan exceed the number of shares determined by (a) multiplying fifteen
percent (15%) of the amount of the participant’s compensation for the payroll period immediately preceding the date he or she is first granted an
option for such option period by the number of
3