VMware 2012 Annual Report Download - page 117

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employee or independent contractor of an Affiliate that is not a Subsidiary, unless such Award conforms to the
requirements of Section 409A.
5.
STOCK SUBJECT TO THE PLAN .
(a)
The maximum number of shares of Stock reserved for the grant or settlement of Awards under the
Plan (the “Share Limit”) is 100,000,000 (including the number of shares of Stock expected to be issued under the
Exchange Offer), subject to adjustment as provided herein. The aggregate number of shares of Stock made subject to
Awards granted during any fiscal year to any single individual may not exceed 3,000,000. Such shares may, in whole or
in part, be authorized but unissued shares or shares that have been or may be reacquired by the Company in the open
market, in private transactions or otherwise. If any shares subject to an Award (other than Awards substituted or
assumed pursuant to Section 5(b) herein) are forfeited, cancelled, exchanged or surrendered or if an Award otherwise
terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award will,
to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for
Awards under the Plan.
(b)
The Company may substitute or assume equity awards of acquired entities in connection with
mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of
shares of Stock reserved pursuant to Section 5 will be increased by the corresponding number of equity awards assumed
and, in the case of a substitution, by the net increase in the number of shares of Stock subject to equity awards before
and after the substitution.
(c)
Except as provided in an Award Term or as otherwise provided in the Plan, in the event of any
extraordinary dividend or other extraordinary distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, recapitalization, combination,
repurchase, or share exchange, or other similar corporate transaction or event, the Committee will make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or
other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards
issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of
outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award, (iv) the Performance
Goals and (v) the individual limitations applicable to Awards; provided that, with respect to ISOs, any adjustment will
be made in accordance with the provisions of Section 424(h) of the Code and any regulations or guidance promulgated
thereunder, and provided further that no such adjustment will cause any Award hereunder which is or becomes subject to
Section 409A of the Code to fail to comply with the requirements of such section.
6.
SPECIFIC TERMS OF AWARDS .
(a)
General . Subject to the terms of the Plan and any applicable Award Terms, (i) the term of each
Award will be for such period as may be determined by the Committee, and (ii) payments to be made by the Company
or a Subsidiary or Affiliate upon the
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