VMware 2012 Annual Report Download - page 121

(B) With respect to a Covered Employee, the maximum value of the aggregate payment
that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section 6(b)(iv) in respect of
any annual performance period is $5,000,000 and for any other performance period in excess of one year, such amount
multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator
of which is twelve. No payment may be made to a Covered Employee prior to the certification by the Committee that the
Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock- or
Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.
(C)
Payments earned in respect of any Cash-Based Award may be decreased or, with
respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such
factors as it deems appropriate.
7.
GENERAL PROVISIONS .
(a)
Nontransferability, Deferrals and Settlements . Unless otherwise determined by the Committee or
provided in an Award Term or set forth below, but in accordance with the Code and any applicable laws, Awards will
not be transferable by a Grantee except by will or the laws of descent and distribution and will be exercisable during the
lifetime of a Grantee only by such Grantee or his guardian or legal representative. Any attempted assignment or transfer
of an Award will be null and void and without effect, except as herein provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment,
divorce, trustee process or similar process, whether legal or equitable, upon such Award. The Committee may permit
Grantees to elect to defer the issuance of shares of Stock or the settlement of Awards in cash under such rules and
procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code and any
regulations or guidance promulgated thereunder. Notwithstanding the foregoing but subject to applicable law, the
Committee in its sole discretion may grant transferable NQSOs that, upon becoming fully vested and exercisable, may
be transferred to a third-party pursuant to an auction process approved or established up by the Company.
(b)
Leave of Absence; Reduction in Service Level . The Committee may determine, in its discretion (i)
whether, and the extent to which, an Award will vest during a leave of absence, (ii) whether, and the extent to which, a
reduction in service level (for example, from full-time to part-
time employment), will cause a reduction, or other change,
in an Award, and (iii) whether a leave of absence or reduction in service will be deemed a termination of employment or
service for the purpose of the Plan and the Award Terms. The Committee will also determine all other matters relating to
whether the employment or service of a recipient of an Award is continuous for purposes of the Plan and the Award
Terms.
(c) No Right to Continued Employment, etc . Nothing in the Plan or in any Award granted or any
Award Terms, promissory note or other agreement entered into pursuant hereto confers upon any Grantee the right to
continue in the employ or service of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration
or benefits not set forth in
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