VMware 2012 Annual Report Download - page 128

Form of RSU Agreement
“ Administrator ”)), 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.
(b)
Involuntary Terminations Following Change in Control . If, within the first twelve months
following a “Change in Control” (as defined below), the Participant incurs an involuntary termination of employment
other than for “Cause” (as defined below) or the Participant terminates employment for “Good Reason” (as defined
below), then, subject to the Participant signing and not revoking the Company’s standard form of employee termination
certificate and a general release of all claims that the Participant may have against the Company in a form reasonably
satisfactory to the Company, which form will include customary non-solicit and non-disparagement provisions (the “
Release ”) any unvested portion of the RSUs will automatically accelerate, and the Participant will, upon the date of
such termination, become fully vested in the RSUs.
[(#) Termination within [#] Months . If, within [#] months of the Vesting Commencement Date, the
Company terminates the Participant’s employment without “Cause” or the Participant terminates employment with
“Good Reason” and Section [#](b) [“Involuntary Terminations Following a Change of Control”] is not applicable to
such termination of employment, then, subject to the Participant signing and not revoking the Release, 50% of any
unvested RSUs from this Agreement will automatically accelerate, and the Participant will, upon the date of such
termination, become fully vested in such RSUs. The Participant’s receipt of benefits under this Section [#(#)] is subject
to Section [#(#)][“Payment Date”] and Section [#][“Section 409A Exemption”] below.]
(c) Payment Date . Subject to Section [#][“Section 409A Exemption”]
below, all payments and benefits
under subsection (b) [“Involuntary Terminations Following a Change of Control”] [and [(#)] [“Involuntary
Terminations”]] above and the effective date of any acceleration of vesting under subsection (b) as to any RSUs held by
the Participant will become effective on the 60th day following the Participant’s termination of employment or on the
next business day if such 60th day is not a business day, with such date referred to as the “ Payment Date .” The
Company will provide the Release to the Participant within five business days of the Participant’s termination of
employment. The Participant will not be entitled to any payment or benefit under subsection (b) [“Involuntary
Terminations Following a Change of Control”] [and [(#)] [“Involuntary Terminations”]] above if the Participant’s
Release has not become effective as of the third business day preceding the Payment Date.]
4.
Administrator Discretion . The Administrator, in its discretion, may accelerate the vesting of the balance, or
some lesser portion of the balance, of the RSUs at any time, subject to the terms of the Plan. If so accelerated, such
RSUs will be considered as having vested as of the date specified by the Administrator.
5.
Death of Participant . Any distribution or delivery to be made to the Participant under this Agreement will,
if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such
administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b)
evidence satisfactory
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