VMware 2012 Annual Report Download - page 123

payments in respect thereof in satisfaction of a Grantee’s tax obligations; provided, however, that the amount of tax
withholding to be satisfied by withholding Stock will be limited to the minimum amount of taxes, including employment
taxes, required to be withheld under applicable federal, state and local law.
(f)
Stockholder Approval; Amendment and Termination . The Plan takes effect on the Adoption Date,
subject to the requisite approval of a majority of the stockholders of the Company, which approval must occur within
twelve (12) months of the date that the Plan is adopted by the Board. If such approval has not been obtained within the
twelve (12) month period, all Awards previously granted, exercised or purchased under the Plan will be rescinded,
canceled and become null and void. The Board may amend, alter or discontinue the Plan and outstanding Awards
thereunder, but no amendment, alteration, or discontinuation may be made that would impair the rights of a Grantee
under any Award theretofore granted without such Grantee’s consent, or that without the approval of the stockholders
(as described below) would, except in the case of an adjustment as provided in Section 5, increase the total number of
shares of Stock reserved for the purpose of the Plan. In addition, stockholder approval will be required with respect to
any amendment with respect to which shareholder approval is required under the Code, the rules of any stock exchange
on which Stock is then listed or any other applicable law. Unless earlier terminated by the Board pursuant to the
provisions of the Plan, the Plan will terminate on the tenth anniversary of (i) its Adoption Date or (ii) the date the Plan is
approved by a majority of the stockholders of the Company, whichever is earlier. No Awards may be granted under the
Plan after such termination date.
(g)
No Rights to Awards; No Stockholder Rights . No Grantee haves any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. No Grantee has any right to
payment or settlement under any Award unless and until the Committee or its designee determines that payment or
settlement is to be made. Except as provided specifically herein, a Grantee or a transferee of an Award has no rights as a
stockholder with respect to any shares covered by the Award until the date of the issuance of such shares.
(h)
Unfunded Status of Awards . The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing
contained in the Plan or any Award will gives any such Grantee any rights that are greater than those of a general
creditor of the Company.
(i)
No Fractional Shares
. No fractional shares of Stock will be issued or delivered pursuant to the Plan
or any Award. The Committee will determine whether cash, other Awards, or other property will be issued or paid in
lieu of such fractional shares or whether such fractional shares or any rights thereto will be forfeited or otherwise
eliminated.
(j)
Regulations and Other Approvals .
(i)
The obligation of the Company to sell or deliver Stock with respect to any Award granted
under the Plan is subject to all applicable laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by
the Committee.
12