VMware 2012 Annual Report Download - page 124

(ii) Each Award is subject to the requirement that, if at any time the Committee determines, in
its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by
any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no
such Award may be granted or payment made or Stock issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.
(iii)
In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a
then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not
otherwise exempt from such registration, such Stock will be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan,
as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such
Grantee is acquired for investment only and not with a view to distribution.
(k)
Section 409A . This Plan is intended to comply and will be administered in a manner that is
intended to comply with Section 409A of the Code and will be construed and interpreted in accordance with such intent.
To the extent that an Award, issuance or payment is subject to Section 409A of the Code, it will be awarded or issued or
paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or
any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any
provision of this Plan that would cause an Award, issuance or payment to fail to satisfy Section 409A of the Code will
have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the
extent permitted by applicable law).
(l)
Governing Law . The Plan and all determinations made and actions taken pursuant hereto is
governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
Notwithstanding anything to the contrary herein, the Committee, in order to conform with provisions of local laws and
regulations in foreign countries in which the Company or its Subsidiaries operate, has sole discretion to (i) modify the
terms and conditions of Awards made to Grantees employed outside the United States, (ii) establish sub-plans with
modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances
presented by local laws and regulations, and (iii) take any action which it deems advisable to obtain, comply with or
otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or
any sub-plan established hereunder.
(m)
Merger or Consolidation . Subject to any required action by the stockholders, if the Company is
the surviving corporation in any merger or consolidation (other than a merger or consolidation in which the Company
survives but in which a majority of its outstanding shares are converted into securities of another corporation or are
exchanged for other
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