VMware 2010 Annual Report Download - page 122

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of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance
Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is
intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, accelerated (including upon a “change in control”), exchanged, or surrendered; to
make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any
Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Terms
(which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Terms granted
hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such
expediency. No Committee member shall be liable for any action or determination made with respect to the Plan or any Award.
4. ELIGIBILITY .
(a) Awards may be granted to officers, employees, independent contractors and non-employee directors of the Company or of any of
the Subsidiaries and Affiliates; provided , that (i) ISOs may be granted only to employees (including officers and directors who are also
employees) of the Company or any of its “related corporations” (as defined in the applicable regulations promulgated under the Code) and
(ii) Awards may be granted only to eligible employees who are not employed by the Company or a Subsidiary if such employees perform
substantial services for the Company or a Subsidiary.
(b) No ISO shall be granted to any employee of the Company or any of its Subsidiaries if such employee owns, immediately prior to
the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company
or Parent or a Subsidiary, unless the purchase price for the stock under such ISO shall be at least 110% of its Fair Market Value at the time such
ISO is granted and the ISO, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock
ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling.
(c) No Award, except for Restricted Stock, shall be granted to any employee or independent contractor who is subject to
Section 409A of the Code if such person is an employee or independent contractor of an Affiliate that is not a Subsidiary, unless such Award
conforms to the requirements of Section 409A.
5. STOCK SUBJECT TO THE PLAN .
(a) The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the “Share Limit”) shall
be 100,000,000 (including the number of shares of Stock expected to be issued under the Exchange Offer) and shall be subject to adjustment as
provided herein. The aggregate number of shares of Stock made subject to
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