VMware 2012 Annual Report Download - page 154

Form of PSU Agreement
5. Death of Participant . Any distribution or delivery to be made to the Participant under this Agreement will,
if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such
administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b)
evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.
6.
Leave of Absence; Reduction in Service Level
. As set forth in Section 7(b) of the Plan, the Committee may
determine, in its discretion (i) whether, and the extent to which, a leave of absence will cause a reduction or other change
in this Award, (ii) whether, and the extent to which, a reduction in service level (for example, from full-time to part-
time
employment), will cause a reduction, or other change, in an Award, and (iii) whether a leave of absence or reduction in
service level will be deemed a termination of employment for the purpose of this Award. Any changes to this Award
pursuant to Section 7(b) of the Plan and this Section 6 of the Agreement, will not result in an increase in the amount of
the Award or otherwise accelerate its payment. The Committee will also determine all other matters relating to whether
the employment or service of Participant is continuous for purposes of this Award.
7. Taxes .
(a)
Generally . The Participant is ultimately liable and responsible for all taxes owed in connection
with the PSU, regardless of any action the Company or any entity employing the Participant (the “ Employer ”) takes
with respect to any tax withholding obligations that arise in connection with the PSU. Neither the Company, nor the
Employer make any representation or undertaking regarding the treatment of any tax withholding in connection with the
grant or vesting of the PSU or the subsequent sale of Stock issuable pursuant to the PSU. The Company and the
Employer do not commit and are under no obligation to structure the PSU to reduce or eliminate the Participant’s tax
liability.
(b) Payment of Withholding Taxes . Notwithstanding any contrary provision of this Agreement, no
Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by the Participant with respect to the payment of any taxes which the Company determines must be
withheld with respect to the PSUs. The Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by withholding otherwise
deliverable Stock having an aggregate Fair Market Value sufficient to (but not exceeding) the minimum amount required
to be withheld or by the sale of shares of Stock to generate sufficient cash proceeds to satisfy any such tax withholding
obligation. The Participant hereby authorizes the Administrator to take any steps as may be necessary to effect any such
sale and agrees to pay any costs associated therewith, including without limitation any applicable broker’s fees. In
addition, and to the maximum extent permitted by law, the Company may exercise the right to retain, without notice,
from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding
obligations that cannot be satisfied by the withholding or sale of otherwise deliverable shares of Stock.
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