VMware 2012 Annual Report Download - page 127

Form of RSU Agreement
II. AGREEMENT
1. Grant of the RSUs . The Company has granted the Participant the number of RSUs set forth in the
Notice of Grant. However, unless and until the RSUs have vested, the Participant has no right to the payment or receipt
of any Stock subject thereto. Prior to actual payment or receipt of any Stock, the RSUs represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company.
2. Vesting of RSUs . Subject to Section [4] [“Administrator Discretion”], the Participant will vest in the RSUs
in accordance with the vesting schedule set forth in the Notice of Grant; provided that, in the event the Participant incurs
a termination of employment for any reason other than [those set forth in Section [#][“Certain Terminations”]] [due to
the Participant’s death or termination by the Company due to “disability” (as defined under the applicable long-term
disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or
the Committee (each, the “Administrator”))], such that the Participant is no longer employed by the Company, any
Subsidiary, the Parent or an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at
least 80% of the equity or voting interest, the Participant’s right to vest in the RSUs and to receive the Stock related
thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will
have no further rights to such unvested RSUs or the related Stock. In such case, any unvested RSUs held by the
Participant immediately following such termination of employment will be deemed reconveyed to the Company and the
Company will thereafter be the legal and beneficial owner of the unvested RSUs and will have all the rights and interest
in or related thereto without further action by the Participant. [In the event that the Participant’s employment is
terminated by reason of death or disability, then any unvested portion of the RSUs will automatically accelerate and the
Participant will become fully vested in the RSUs upon termination of employment by reason of death or disability.] In
all cases, the date of termination of employment will be determined in the sole discretion of the Administrator.
3.
Issuance of Stock . No Stock will be issued to the Participant prior to the date on which the RSUs vest.
After any RSUs vest and subject to the terms of this Agreement, including without limitation Section [6][“Death of
Participant”] hereof, the Company will cause to be issued (either in book-entry form or otherwise) to the Participant or
the Participant’s beneficiaries, as the case may be, that number of shares of Stock corresponding to the number of such
vested RSUs as soon as administratively practicable following vesting, but in no event will the issuance of such shares
be made subsequent to March 15th of the year following the year in which the shares vested. No fractional shares of
Stock will be issued under this Agreement. Notwithstanding any provision in the Plan to the contrary, the RSUs will be
settled only in shares of Stock.
[[#]. Certain Terminations.
(a)
Death or Disability . In the event that the Participant’
s employment is terminated by reason of death
or termination by the Company due to “disability” (as defined under the applicable long-term disability plan of the
Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee
(each, the
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