VMware 2012 Annual Report Download - page 132

Form of RSU Agreement
Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or
service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or
withdrawing his or her consent is that the Company would not be able to grant the Participant RSUs or other equity
awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or
her consent may affect the Participant’s ability to participate in the Plan.
14.
Entire Agreement . This Agreement, subject to the terms and conditions of the Plan and the Notice of
Grant, represents the entire agreement between the parties with respect to the RSUs.
15.
Binding Agreement . Subject to the limitation on the transferability of this Award contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
16.
Additional Conditions to Issuance of Certificates for Stock . The Company will not be required to issue
any certificate or certificates for Stock hereunder prior to fulfillment of all the following conditions: (a) the admission of
such Stock to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any
registration or other qualification of such Stock under any state, federal or foreign law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator, in its
absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance from any state,
federal or foreign governmental agency, which the Administrator, in its absolute discretion, determines to be necessary
or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the RSUs as the
Administrator may establish from time to time for reasons of administrative convenience.
17.
Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.
18.
Administrator Authority . The Administrator will have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and
to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon the Participant, the Company, the Employer and all other
interested persons. No member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
19.
Captions . Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
20.
Definitions . [In the event that the term “Cause” is not defined in an employment agreement entered into
by the Participant, the occurrence of any of the following, as reasonably determined by the Company or the
Administrator in good faith, will constitute “Cause,” provided
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