VMware 2012 Annual Report Download - page 130

Form of RSU Agreement
the Company or its transfer agents or registrars, and delivered to the Participant (including through electronic delivery to
a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a
stockholder of the Company with respect to voting such Stock and receipt of dividends and distributions on such Stock.
9. No Effect on Employment . The transactions contemplated hereunder and the vesting schedule set forth in
the Notice of Grant do not: (i) constitute an express or implied promise of continued employment for any period of time,
(ii) interfere with right of the Company, the Parent, any Subsidiary or Affiliate right to terminate the Participant’s
employment at any time in accordance with applicable law, or (iii) entitle the Participant to pay additional rights under
the Plan or under any other welfare or benefit plan of the Company, the Parent, any Subsidiary or Affiliate.
10.
Nature of Grant. In accepting the RSUs, the Participant acknowledges that: (a) the grant of the RSUs is
voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits
in lieu of RSUs even if RSUs have been granted repeatedly in the past; (b) all decisions with respect to future Awards of
RSUs, if any, will be at the sole discretion of the Company; (c) the future value of the underlying Stock is unknown and
cannot be predicted with certainty; (d) in consideration of the Award of RSUs, no claim or entitlement to compensation
or damages will arise from termination of the RSUs or any diminution in value of the RSUs or Stock received when the
RSUs vest resulting from the Participant’s termination of employment by the Employer (for any reason whatsoever and
whether or not in breach of local employment laws), and the Participant irrevocably releases the Company, the Parent,
the Subsidiary and Affiliate from any such claim that may arise; (e) in the event of involuntary termination of the
Participant’s employment (whether or not in breach of local employment laws), the Participant’s right to receive RSUs
and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed
and will not be extended by any notice period mandated under local law or contract, and the Company will have the
exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs; (f) the
Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Stock; and (g) the
Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding
Participant’s participation in the Plan before taking any action related to the Plan.
11.
Black Out Periods . The Participant acknowledges that, to the extent the vesting of any RSUs occurs
during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the
Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the RSU; provided,
however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares
of Stock are specifically covered by a Rule 10b5-
1 trading plan of the Participant which causes such shares to be exempt
from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder
due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day
following the termination of such regularly scheduled blackout period; provided, however, that in no event
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