VMware 2010 Annual Report Download - page 139

Form of Time-
Vested RSU Agreement
for US Employees
to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
6. Taxes .
(a) Generally . The Participant is ultimately liable and responsible for all taxes owed in connection with the RSU, regardless
of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the RSU.
Neither the Company, the Parent nor any of Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the grant or vesting of the RSU or the subsequent sale of Stock issuable pursuant to the RSU. The Company, the Parent and
the Subsidiaries do not commit and are under no obligation to structure the RSU to reduce or eliminate the Participant’s tax liability.
(b) Payment of Withholding Taxes
. Notwithstanding any contrary provision of this Agreement, no Stock will be issued to the
Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Participant with respect
to the payment of any taxes which the Company determines must be withheld with respect to the RSUs. The Administrator, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by
withholding otherwise deliverable Stock having an aggregate Fair Market Value sufficient to (but not exceeding) the minimum amount required
to be withheld and/or by the sale of shares of Stock to generate sufficient cash proceeds to satisfy any such tax withholding obligation. The
Participant hereby authorizes the Administrator to take any steps as may be necessary to effect any such sale and agrees to pay any costs
associated therewith, including without limitation any applicable broker’s fees. In addition, and to the maximum extent permitted by law, the
Company may exercise the right to retain, without notice, from salary or other amounts payable to the Participant, cash having a value sufficient
to satisfy any tax withholding obligations that cannot be satisfied by the withholding and/or sale of otherwise deliverable shares of Stock.
7. Changes in Stock . In the event that any extraordinary dividend or other extraordinary distribution (whether in the form of cash,
Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or exchange of Stock or other securities of the Company, or other similar corporate transaction or event affecting the
Stock occurs such that an adjustment or change is determined by the Administrator (in its sole discretion) to be necessary or appropriate, the
Administrator shall proportionately adjust this Award in accordance with the terms of the Plan, including adjustments in the number and kind of
shares of Stock or other property the Participant would have received upon vesting of the RSUs; provided, however, that the number of shares of
Stock into which the RSUs may be converted shall always be a whole number.
8. Rights as Stockholder . Neither the Participant nor any person claiming under or through the Participant will have any of the rights
or privileges of a stockholder of the Company in respect of any Stock deliverable hereunder unless and until certificates representing such Stock
(which may be in book entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars, and
delivered to the Participant (including
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