VMware 2012 Annual Report Download - page 118

grant, maturation, or exercise of an Award may be made in such forms as the Committee determines at the date of grant
or thereafter, including, without limitation, cash, Stock or other property, and may be made in a single payment or
transfer, in installments, or, subject to the requirements of Section 409A of the Code on a deferred basis.
(b)
Awards
. The Committee is authorized to grant to Grantees the following Awards, as deemed by the
Committee to be consistent with the purposes of the Plan. The Committee will determine the terms and conditions of
such Awards, consistent with the terms of the Plan.
(i)
Options . The Committee is authorized to grant Options to Grantees on the following terms
and conditions:
(A) The Award Terms evidencing the grant of an Option under the Plan will designate
the Option as an ISO or an NQSO.
(B)
The exercise price per share of Stock purchasable under an Option will be
determined by the Committee, but in no event may the exercise price of an Option per share of Stock be less than the
Fair Market Value of a share of Stock as of the date of grant of such Option. The purchase price of Stock as to which an
Option is exercised must be paid in full at the time of exercise; payment may be made in cash, which may be paid by
check, or other instrument acceptable to the Company, or, with the consent of the Committee, in shares of Stock, valued
at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the
Grantee upon exercise of the Option), or if there were no sales on such date, on the next preceding day on which there
were sales or (if permitted by the Committee and subject to such terms and conditions as it may determine) by surrender
of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other
method it deems satisfactory in its discretion. In addition, subject to applicable law and pursuant to procedures approved
by the Committee, payment of the exercise price may be made pursuant to a broker-
assisted cashless exercise procedure.
Any amount necessary to satisfy applicable federal, state or local tax withholding requirements must be paid promptly
upon notification of the amount due. The Committee may permit the minimum amount of tax withholding to be paid in
shares of Stock previously owned by the employee, or a portion of the shares of Stock that otherwise would be
distributed to such employee upon exercise of the Option, or a combination of cash and shares of such Stock.
(C)
Options will be exercisable over the exercise period (which may not exceed ten
years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in
the Award Terms; provided that, the Committee has the authority to accelerate the exercisability of any outstanding
Option at such time and under such circumstances as it, in its sole discretion, deems appropriate.
(D)
Upon the termination of a Grantee’s employment or service with the Company and
its Subsidiaries or Affiliates, the Options granted to such Grantee, to the extent that they are exercisable at the time of
such termination, will remain exercisable for such period as may be provided in the applicable Award Terms, but in no
event following the
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