VMware 2012 Annual Report Download - page 152

Form of PSU Agreement
Vesting in this Award is subject to the Participant’s continuing employment with the Company, any Subsidiary, the
Parent or an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the
equity or voting interest through the Vesting Date.
II. AGREEMENT
1. Grant of the PSUs . The Company has granted the Participant the number of PSUs set forth in the
Notice of Grant. However, unless and until the PSUs will have vested, the Participant will have no right to the payment
or receipt of any Stock subject thereto. Prior to actual payment or receipt of any Stock, the PSUs will represent an
unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
2. Vesting of PSUs . Subject to Section 4 below, the Participant will vest in the PSUs in accordance with the
vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of
employment for any reason other than termination by reason of death or termination by the Company due to
“disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate,
or, if there is no such plan, as determined by the Board or the Committee (each, the “ Administrator ”)), such that the
Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and
Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the Participant’s right to
vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to
be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In
such case, any unvested PSUs held by the Participant immediately following such termination of employment will be
deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested
PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event
that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any
unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of
Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the
Company due to disability, provided, however, that if termination due to death or by the Company due to disability
occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b)
and 4(c) below. In all cases, the date of termination of employment will be determined in the sole discretion of the
Administrator.
3.
Issuance of Stock
. No Stock will be issued to the Participant prior to the date on which the PSUs vest. After
any PSUs vest and subject to the terms of this Agreement, including without limitation Section 7 hereof, the Company
will cause to be issued (either in book-entry form or otherwise) to the Participant or the Participant’
s beneficiaries, as the
case may be, that number of shares of Stock corresponding to the number of such vested PSUs as soon as
administratively practicable following vesting, but in no event will the issuance of such shares be made subsequent to
March 15th of the year following the year in which the shares vested. No fractional shares of Stock will be issued under
this Agreement. Notwithstanding any provision in
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