VMware 2012 Annual Report Download - page 119
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expiration of their term. The treatment of any Option that is unexercisable as of the date of such termination will be as
set forth in the applicable Award Terms.
(E)
Options may be subject to such other conditions, as the Committee may prescribe in
its discretion or as may be required by applicable law.
(F)
Notwithstanding anything to the contrary herein, grants of Options may be made
hereunder which have the terms and conditions set forth in the Exchange Offer.
(ii)
Restricted Stock .
(A)
The Committee may grant Awards of Restricted Stock under the Plan, subject to
such restrictions, terms and conditions, as the Committee may determine in its sole discretion and as evidenced by the
applicable Award Terms (provided that any such Award is subject to the vesting requirements described herein). The
vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified
period of employment or service with the Company, any Subsidiary or an Affiliate, upon the attainment of specified
Performance Goals or upon such other criteria as the Committee may determine in its sole discretion.
(B)
The Committee will determine the purchase price, which, to the extent required by
law, may not be less than par value of the Stock, to be paid by the Grantee for each share of Restricted Stock or
unrestricted stock or stock units subject to the Award. The Award Terms with respect to such stock award will set forth
the amount (if any) to be paid by the Grantee with respect to such Award and when and under what circumstances such
payment is required to be made.
(C)
Except as provided in the applicable Award Terms, no shares of Stock underlying a
Restricted Stock Award may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such
shares of Stock have vested in accordance with the terms of such Award.
(D)
If and to the extent that the applicable Award Terms may so provide, a Grantee will
have the right to vote and receive dividends on Restricted Stock granted under the Plan. Unless otherwise provided in the
applicable Award Terms, any Stock received as a dividend on or in connection with a stock split of the shares of Stock
underlying a Restricted Stock Award will be subject to the same restrictions as the shares of Stock underlying such
Restricted Stock Award.
(E)
Upon the termination of a Grantee’s employment or service with the Company and
its Subsidiaries or Affiliates, the Restricted Stock granted to such Grantee will be subject to the terms and conditions
specified in the applicable Award Terms.
8