VMware 2012 Annual Report Download - page 115
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based compensation exception to the limits of Section 162(m) of the Code and then to the extent consistent with such
exception, the Committee has the authority to make equitable adjustments to the Performance Goals in recognition of
unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the
Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items
of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business or related to a change in accounting principles.
(v)
“Plan” means this VMware, Inc. 2007 Equity and Incentive Plan, as amended from time to time.
(w)
“Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(ii) that is
subject to certain restrictions and to a risk of forfeiture.
(x)
“Restricted Stock Unit” means a right granted to a Grantee under Section 6(b)(iii) of the Plan to
receive shares of Stock subject to certain restrictions and to a risk of forfeiture.
(y)
“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.
(z)
“Stock” means shares of Class A common stock, par value $0.01 per share, of the Company.
(aa)
“Stock Appreciation Right” means an Award that entitles a Grantee upon exercise to the excess of
the Fair Market Value of the Stock underlying the Award over the base price established in respect of such Stock.
(bb)
“Subsidiary” means any entity in an unbroken chain of entities beginning with the Company if, at
the time of granting of an Award, each of the entities (other than the last entity in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the other entities in the
chain.
3.
ADMINISTRATION .
(a)
The Plan will be administered by the Committee or, at the discretion of the Board, the Board. In the
event the Board is the administrator of the Plan, references herein to the Committee will be deemed to include the Board.
The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to
the member or members then in office and may fill vacancies on the Committee however caused. Subject to applicable
law, the Board or the Committee may delegate to a sub-
committee or individual the ability to grant Awards to employees
who are not subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving
equity securities of the Company at the time any such delegated authority is exercised.
4