VMware 2012 Annual Report Download - page 135

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Form of RSU Agreement
(3)
relocation of the Participant’s principal place of employment to a location more than 50
miles from his or her principal place of employment at any time following a Change in Control (which may be his or her
home); or
(4)
a material breach of the Company’s obligations under this Agreement.
In order for a Participant to invoke a termination due to Good Reason in a manner that would entitle him
or her to acceleration pursuant to Section [#] [“Certain Terminations”] above, (i) the Participant must provide a Notice
of Termination to the senior officer of the Company’
s Human Resources group of his or her intention to terminate due to
such event or condition within 90 days of the initial occurrence or existence of such event or condition and provide the
Company with 30 days from receipt of the notice to remedy the event or condition, (ii) the Company must fail to effect
such remedy within the 30-day cure period, and (iii) the effective date of the resignation must occur within 90 days after
the end of the 30-day cure period. ]
[[(#)] “ Notice of Termination ”
means a written notice by the Company in the event it is terminating the
Participant’s employment with Cause or by the Participant in the event he or she is resigning for Good Reason, which
written notice indicates the specific provision in this Plan being relied upon and sets forth in reasonable detail any facts
and circumstances claimed to provide a basis for such termination of the Participant’s employment under the provision
so indicated.]
[[(#)] “ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d) of the Exchange Act but
excluding (i) the Company or Parent, any of their respective subsidiaries or any employee benefit plan sponsored or
maintained by the Company, Parent or any of their respective subsidiaries (including any trustee or other fiduciary of
any such plan), (ii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iii) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.]
[[(#)]. Cancellation, Recission and Recoupment of Award . Participant hereby acknowledges that this Award
and any shares of Stock issued pursuant to this Award are subject to cancellation, recission, repayment or other action at
the discretion of the Board or the Committee as set forth in Section 7(d) of the Plan in the event that Participant engages
in “Detrimental Activity” as such term is defined therein.]
[[(#)]. Section 409A Exemption . It is intended that the Award satisfy, to the greatest extent possible, the
exemption from the application of Section 409A of the Code provided under Treasury Regulation Section 1.409A-1(b)
(4) or to comply with Code Section 409A, and the Award will be so interpreted and administered. Notwithstanding the
foregoing, if the Company determines that the Award may not either be exempt from or compliant with Code Section
409A, the Company may, with the Participant’
s prior written consent, adopt such amendments to this Plan or adopt other
policies and procedures (including amendments, policies and procedures with
10
v. 12.17.2012