VMware 2012 Annual Report Download - page 129

Form of RSU Agreement
to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said
transfer.
6.
Taxes .
(a)
Generally . The Participant is ultimately liable and responsible for all taxes owed in connection
with the RSU, regardless of any action the Company or any entity employing the Participant (the “Employer”) takes
with respect to any tax withholding obligations that arise in connection with the RSU. Neither the Company nor the
Employer make any representation or undertaking regarding the treatment of any tax withholding in connection with the
grant or vesting of the RSU or the subsequent sale of Stock issuable pursuant to the RSU. The Company and the
Employer do not commit and are under no obligation to structure the RSU to reduce or eliminate the Participant’s tax
liability.
(b)
Payment of Withholding Taxes . Notwithstanding any contrary provision of this Agreement, no
Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by the Participant with respect to the payment of any taxes which the Company determines must be
withheld with respect to the RSUs. The Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by withholding otherwise
deliverable Stock having an aggregate Fair Market Value sufficient to (but not exceeding) the minimum amount required
to be withheld or by the sale of shares of Stock to generate sufficient cash proceeds to satisfy any such tax withholding
obligation. The Participant hereby authorizes the Administrator to take any steps as may be necessary to effect any such
sale and agrees to pay any costs associated therewith, including without limitation any applicable broker’s fees. In
addition, and to the maximum extent permitted by law, the Company may exercise the right to retain, without notice,
from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding
obligations that cannot be satisfied by the withholding or sale of otherwise deliverable shares of Stock.
7.
Changes in Stock . In the event that any extraordinary dividend or other extraordinary distribution (whether
in the form of cash, Stock, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Stock or other securities of the
Company, or other similar corporate transaction or event affecting the Stock occurs such that an adjustment or change is
determined by the Administrator (in its sole discretion) to be necessary or appropriate, the Administrator will
proportionately adjust this Award in accordance with the terms of the Plan, including adjustments in the number and
kind of shares of Stock or other property the Participant would have received upon vesting of the RSUs; provided,
however, that the number of shares of Stock into which the RSUs may be converted will always be a whole number.
8.
Rights as Stockholder
. Neither the Participant nor any person claiming under or through the Participant will
have any of the rights or privileges of a stockholder of the Company in respect of any Stock deliverable hereunder unless
and until certificates representing such Stock (which may be in book entry form) will have been issued and recorded on
the records of
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v. 12.17.2012