VMware 2012 Annual Report Download - page 113
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(h)
“Committee” means the Compensation Committee of the Board. Unless other determined by the
Board, the Committee will be comprised solely of directors who are (a) “non-employee directors” under Rule 16b-3 of
the Exchange Act, (b) “outside directors”
under Section 162(m) of the Code and (c) who otherwise meet the definition of
“independent directors” pursuant to the applicable requirements of any national stock exchange upon which the Stock is
listed. Any director appointed to the Committee who does not meet the foregoing requirements should recuse himself or
herself form all determinations pertaining to Rule 16b-3 of the Exchange Act and Section 162(m) of the Code.
(i)
“Company” means VMware, Inc., a corporation organized under the laws of the State of Delaware,
or any successor corporation.
(j)
“Covered Employee” has the meaning set forth in Section 162(m)(3) of the Code.
(k)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as
now or hereafter construed, interpreted and applied by regulations, rulings and cases.
(l)
“Exchange Offer” means the offer by the Company to exchange awards issued under the Plan for
awards of or with respect to the common stock of Parent held by certain employees of the Company and its Subsidiaries,
as set forth in more detail in the Offer to Exchange expected to be filed by the Company and Parent.
(m)
“Fair Market Value” means the closing sales price per share of Stock on the principal securities
exchange on which the Stock is traded (i) on the date of grant or (ii) on such other date on which the fair market value of
Stock is required to be calculated pursuant to the terms of an Award, provided that if there is no such sale on the relevant
date, then on the last previous day on which a sale was reported; if the Stock is not listed for trading on a national
securities exchange, the fair market value of Stock will be determined in good faith by the Board.
(n)
“Grantee” means a person who, as an employee or independent contractor of or non-employee
director with respect to the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.
(o)
“ISO”
means any Option designated as and intended to be and which qualifies as an incentive stock
option within the meaning of Section 422 of the Code.
(p)
“NQSO” means any Option that is designated as a nonqualified stock option or which does not
qualify as an ISO.
(q)
“Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An
Option may be either an ISO or an NQSO.
2