VMware 2012 Annual Report Download - page 120

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(F)
Notwithstanding anything to the contrary herein, grants of Restricted Stock may be
made hereunder which have the terms and conditions set forth in the Exchange Offer.
(iii)
Restricted Stock Units . The Committee is authorized to grant Restricted Stock Units to
Grantees, subject to the following terms and conditions:
(A)
At the time of the grant of Restricted Stock Units, the Committee may impose such
restrictions or conditions to the vesting of such Awards as it, in its discretion, deems appropriate, including, but not
limited to, the achievement of Performance Goals. The Committee has the authority to accelerate the settlement of any
outstanding award of Restricted Stock Units at such time and under such circumstances as it, in its sole discretion, deems
appropriate, subject compliance with the requirements of Section 409A of the Code.
(B)
Unless otherwise provided in the applicable Award Terms or except as otherwise
provided in the Plan, upon the vesting of a Restricted Stock Unit there will be delivered to the Grantee, as soon as
practicable following the date on which such Award (or any portion thereof) vests, that number of shares of Stock equal
to the number of Restricted Stock Units becoming so vested.
(C)
Subject to compliance with the requirements of Section 409A of the Code,
Restricted Stock Units may provide the Grantee with the right to receive dividend equivalent payments with respect to
Stock actually or notionally subject to the Award, which payments may be either made currently or credited to an
account for the Grantee, and may be settled in cash or Stock, as determined by the Committee. Any such settlements and
any such crediting of dividend equivalents may be subject to such conditions, restrictions and contingencies as the
Committee may establish, including the reinvestment of such credited amounts in Stock equivalents.
(D)
Upon the termination of a Grantee’s employment or service with the Company and
its Subsidiaries or Affiliates, the Restricted Stock Units granted to such Grantee will be subject to the terms and
conditions specified in the applicable Award Terms.
(iv)
Other Stock-Based or Cash-Based Awards .
(A)
The Committee is authorized to grant Awards to Grantees in the form of Other
Stock-Based Awards or Other Cash-Based 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,
at the date of grant or thereafter, including the Performance Goals and performance periods. Stock or other securities or
property delivered pursuant to an Award in the nature of a purchase right granted under Section 6(iv) may be purchased
for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Stock,
other Awards, notes or other property, as the Committee will determine, subject to any required corporate action.
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