VMware 2012 Annual Report Download - page 114

(r) “Other Cash-Based Award” means a cash-based Award granted to a Grantee under Section 6(b)(iv)
hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under
the Plan.
(s)
“Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(iv)
hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or
related to, Stock, each of which may be subject to the attainment of Performance Goals or a period of continued
employment or other terms and conditions as permitted under the Plan.
(t)
“Parent” means EMC Corporation, a Massachusetts corporation.
(u)
“Performance Goals” means performance goals based on one or more of the following criteria: (i)
earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation,
amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-
tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue,
revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or
return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow,
free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow
in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value
created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price
or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic
business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic
business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of
litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions,
and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the
implementation of policies and plans, the negotiation of transactions, the development of long term business goals,
formation of joint ventures, research or development collaborations, and the completion of other corporate transactions;
and (xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals
may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage
increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or
Affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company
relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee.
The Performance Goals may include a threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur),
and a maximum level of performance above which no additional payment will be made (or at which full vesting will
occur). Each of the foregoing Performance Goals will be determined in accordance with generally accepted accounting
principles and will be subject to certification by the Committee; provided that, to the extent an Award is intended to
satisfy the performance-
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