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Table of Contents VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
From time to time, subject to market conditions, stock was purchased pursuant to these programs in the open market or through private
transactions as permitted by securities laws and other legal requirements. In the year ended December 31, 2011 , VMware repurchased and
retired 6.0 million shares of its Class A common stock at a weighted-average price of $88.37 per share for an aggregate purchase price of $526.2
million , including commissions. In the year ended December 31, 2010 , VMware repurchased and retired 4.9 million shares of its Class A
common stock at a weighted-average price of $68.96 per share for an aggregate purchase price of $338.5 million , including commissions. The
amounts of repurchased shares were classified as a reduction to additional paid-in capital. VMware is not obligated to purchase any shares under
its stock repurchase programs. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors,
including VMware’s stock price, corporate and regulatory requirements and other market and economic conditions. Purchases can be
discontinued at any time that VMware feels additional purchases are not warranted. As of December 31, 2011
, the authorized amount remaining
for repurchase was $85.3 million .
VMware Employee Stock Purchase Plan
In June 2007, VMware adopted its 2007 Employee Stock Purchase Plan (the “ESPP”), which is intended to be qualified under Section 423
of the Internal Revenue Code. A total of 6.4 million shares of VMware Class A common stock were reserved for future issuance. Under the
ESPP, eligible VMware employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of
grant or 85% of the fair market value at the time of exercise. Options to purchase shares are generally granted twice yearly on February 1 and
August 1 and exercisable on the succeeding July 31 and January 31
, respectively, of each year. The following table summarizes ESPP activity in
the years ended December 31, 2011, 2010, and 2009 (table in thousands, except per share amounts):
As of December 31, 2011 , $31.5 million of ESPP withholdings were recorded as a liability on the consolidated balance sheet for the next
purchase in January 2012 . As of December 31, 2010 , $24.8 million of ESPP withholdings were recorded as a liability on the consolidated
balance sheet for the purchase in January 2011 .
VMware and EMC Stock Options
Prior to the adoption of VMware’s 2007 Plan in June 2007, eligible VMware employees participated in EMC’s equity plans. In August
stock for options to acquire VMware Class A common stock. VMware employees who did not elect to exchange their EMC options for options
to purchase VMware Class A common stock continue to have their existing grants governed under EMC’s stock plans. Additionally, if an
employee transferred from EMC to VMware had outstanding EMC options at the date of transfer, the employee retained their EMC grant which
also continues to be governed under the EMC stock plan.
85
For the Year Ended December 31,
2011
2010
2009
Cash proceeds
$
56,964
$
45,162
$
18,267
Class A common shares purchased
816
1,510
907
Weighted-average price per share
$
69.81
$
29.90
$
20.14