VMware 2007 Annual Report Download - page 107

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Company’s assets (other than by the grant of a mortgage or security interest), all outstanding options shall thereupon terminate, provided that
prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors shall either (a) return the balance in all
withholding accounts and cancel all outstanding options, or (b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving
or acquiring corporation, arrange to have that corporation or an affiliate of that corporation grant to the participants replacement options having
equivalent terms and conditions as determined by the Board of Directors.
Section 17. Administration of Plan
The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not inconsistent with the express
provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions and resolve all
disputes which may arise in connection therewith. Such determinations of the Board of Directors shall be conclusive and shall bind all parties.
The Board may, in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or any other
committee (the “Committee”), in which event all references to the Board of Directors hereunder, including without limitation the references in
Section 17, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by all of the Committee members.
Section 18. Amendment and Termination of Plan
The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying
the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided
that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the shareholders of the
Company, (a) increase the maximum number of shares available under the Plan, (b) reduce the option price of outstanding options or reduce the
price at which options may be granted, (c) change the conditions for eligibility under the Plan, or (d) amend the provisions of this Section 18 of
the Plan, and no such amendment will adversely affect the rights of any participant (without his or her consent) under any option theretofore
granted.
The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges
of holders of the outstanding options.
7