VMware 2007 Annual Report Download - page 108

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Section 19. Approval of Shareholders
The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within twelve months after
the date the Plan is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall be exercised prior to the
date of such approval.
Section 20. Limitations
Notwithstanding any other provision of the Plan:
(a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option to him or her,
he or she would (in accordance with the provisions of Sections 423 and 424(d) of the Internal Revenue Code of 1986, as amended (the “Code”))
own or be deemed to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer
corporation or of its parent or subsidiary corporation, as defined in Section 424 of the Code Internal Revenue Code of 1986, as amended (the
“Code”).
(b) No employee shall be granted an option under this Plan that would permit his or her rights to purchase shares of stock under all
employee stock purchase plans (as defined in Section 423 of the Code) of VMware or any subsidiary or parent corporation to accrue at a rate
which exceeds $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year during which any
such option granted to such employee is outstanding at any time, as provided in Section 423 of the Code.
(c) No employee shall be granted an option under this Plan that would permit him or her to withhold more than $7,500 in each option
period or $15,000 per calendar year, less the amount of any rollover.
(d) No employee whose customary employment is 20 hours or less per week shall be eligible to participate in the Plan.
(e) No independent contractor shall be eligible to participate in the Plan.
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