VMware 2012 Annual Report Download - page 116

(b) The decision of the Committee as to all questions of interpretation and application of the Plan will
be final, binding and conclusive on all persons. The Committee has the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority
either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including
without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which
Awards will be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to
which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to
determine Performance Goals no later than such time as is required to ensure that an underlying Award which is
intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what
extent, and under what circumstances an Award may be settled, cancelled, forfeited, accelerated (including upon a
“change in control”), exchanged, or surrendered; to make adjustments in the terms and conditions (including
Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Terms (which need
not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency
in the Plan or in any Award Terms granted hereunder in the manner and to the extent it deems expedient to carry the
Plan into effect and will be the sole and final judge of such expediency. No Committee member will be liable for any
action or determination made with respect to the Plan or any Award.
4.
ELIGIBILITY .
(a)
Awards may be granted to officers, employees, independent contractors and non-employee
directors of the Company or of any of the Subsidiaries and Affiliates; provided , that (i) ISOs may be granted only to
employees (including officers and directors who are also employees) of the Company or any of its “related
corporations” (as defined in the applicable regulations promulgated under the Code) and (ii) Awards may be granted
only to eligible persons who are not employed by the Company or a Subsidiary if such persons perform substantial
services for the Company or a Subsidiary.
(b)
No ISO may be granted to any employee of the Company or any of its Subsidiaries if such
employee owns, immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or
more than 10% of the value of all classes of stock of the Company or Parent or a Subsidiary, unless the purchase price
for the stock under such ISO is at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its
terms, will not be exercisable more than five years from the date it is granted. In determining the stock ownership under
this paragraph, the provisions of Section 424(d) of the Code will control.
(c)
No Award, except for Restricted Stock, may be granted to any employee or independent contractor
who is subject to Section 409A of the Code if such person is an
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