VMware 2012 Annual Report Download - page 145

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The details of the grant recommendations are as follows:
Restricted Stock Unit Award
Vesting in your RSUs will commence on the first day of the month in which the Committee approves your grants (the “
Vesting Base Date ”).
RSU Grant : The RSUs will have a Target Value of $8,000,000 (the “ Initial RSU Grant ”).
Subject to the terms of the 2007
Plan, these RSUs will vest over four years, with 37.5% of the RSUs vesting on the 18-month anniversary of the Vesting
Base Date, and the remaining shares vesting 12.5% on each subsequent semi-annual anniversary of the Vesting Base
Date.
Performance Stock Unit Award
PSUs are performance-based equity awards that are convertible into a number of shares of VMware Class A common
stock based upon the level of performance achieved in comparison to predetermined metrics. Your PSU grant will vest over
the performance period specified below on the date that the Committee determines the extent to which performance
objectives specified in the grant agreements have been achieved (the “ PSU Vesting Date ”). The Committee will make its
determination no later than sixty days after the end of the applicable performance period. Vesting will not occur, and no
shares will be issued, for performance below minimum thresholds specified in the grant agreements. The service period to
which your performance goals relate will begin with the commencement of your employment with the Company.
Your PSU grant will have a Target Value of $4,000,000. The PSUs subject to the grant will vest if the Company meets a
revenue growth target designated by the Committee over the three-year period commencing January 1, 2012. The PSUs
will convert into VMware’s Class A common stock at a ratio ranging from 0.5 to 2.0 shares for each PSU, depending upon
the degree of performance.
CHANGE IN CONTROL:
Effect on RSUs : If there is a Change in Control (as defined below), in lieu of any other severance or termination
compensation (unless otherwise required by law or described herein), 100% of any unvested RSUs from the Initial RSU
Grant will become immediately vested (“ Change-in-Control Acceleration ”) in the event that:
Effect on PSUs :
If there is a Change in Control during the performance period for your PSU grant, the performance period
will terminate immediately prior to consummation of the Change in Control. The affected PSUs will vest on the originally
scheduled PSU Vesting Date. If the Change in Control is consummated during the first year of the performance period,
each PSU subject to the grant will convert into one share of VMware Class A common stock (the “ Conversion Ratio ”) (or
the equivalent number of securities into which one such VMware share was converted pursuant to the Change in Control)
on the PSU Vesting Date. If the Change in Control is consummated after the first year of the performance period, then the
Conversion Ratio will be determined based upon Company performance prior to the Change in Control as set forth in the
respective grant agreement.
Additionally, in the event that:
1. The Company terminates your employment without Cause (as defined below) during the first twelve months after a
Change in Control, or
2. You terminate your employment for Good Reason (as defined below) during the first twelve months after a Change in
Control.