VMware 2010 Annual Report Download - page 141

Download and view the complete annual report

Please find page 141 of the 2010 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 149

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149

Form of Time-
Vested RSU Agreement
for US Employees
12. Entire Agreement . This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire
agreement between the parties with respect to the RSUs.
13. Binding Agreement . Subject to the limitation on the transferability of this Award contained herein, this Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
14. Additional Conditions to Issuance of Certificates for Stock . The Company shall not be required to issue any certificate or
certificates for Stock hereunder prior to fulfillment of all the following conditions: (a) the admission of such Stock to listing on all stock
exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Stock under any state,
federal or foreign law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance
from any state, federal or foreign governmental agency, which the Administrator shall, in its absolute discretion, determine to be necessary or
advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the RSUs as the Administrator may establish from
time to time for reasons of administrative convenience.
15. Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
16. Administrator Authority
. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon the Participant, the
Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
17. Captions . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of
this Agreement.
18. Definitions . In the event that the term “Cause” is not defined in an employment agreement entered into by the Participant, the
occurrence of any of the following, as reasonably determined by the Company or the Administrator in good faith, shall constitute “Cause,”
provided that the Participant has been given notice by the Company of the existence of Cause and, if the existence of Cause is curable, a
reasonable opportunity to cure the existence of such Cause:
(i) willful neglect, failure or refusal by the Participant to perform his or her employment duties (except resulting from the
Participant’s incapacity due to illness) as reasonably directed by his or her employer;
5