VMware 2012 Annual Report Download - page 155

Form of PSU Agreement
8. Changes in Stock . In the event that any extraordinary dividend or other extraordinary distribution (whether
in the form of cash, Stock, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Stock or other securities of the
Company, or other similar corporate transaction or event affecting the Stock occurs such that an adjustment or change is
determined by the Administrator (in its sole discretion) to be necessary or appropriate, the Administrator will
proportionately adjust this Award in accordance with the terms of the Plan, including adjustments in the number and
kind of shares of Stock or other property the Participant would have received upon vesting of the PSUs; provided,
however, that the number of shares of Stock into which the PSUs may be converted will always be a whole number.
9.
Rights as Stockholder
. Neither the Participant nor any person claiming under or through the Participant will
have any of the rights or privileges of a stockholder of the Company in respect of any Stock deliverable hereunder unless
and until certificates representing such Stock (which may be in book entry form) will have been issued and recorded on
the records of the Company or its transfer agents or registrars, and delivered to the Participant (including through
electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all
the rights of a stockholder of the Company with respect to voting such Stock and receipt of dividends and distributions
on such Stock.
10.
No Effect on Employment . The transactions contemplated hereunder and the vesting schedule set forth in
the Notice of Grant do not: (i) constitute an express or implied promise of continued employment for any period of time,
(ii) interfere with right of the Company, the Parent or any Subsidiary or Affiliate right to terminate the Participant’s
employment at any time in accordance with applicable law, or (iii) entitle the Participant to pay additional rights under
the Plan or under any other welfare or benefit plan of the Company, the Parent or any Subsidiary or Affiliate.
11.
Nature of Grant . In accepting the PSUs, the Participant acknowledges that: (a) the grant of the PSUs is
voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits
in lieu of PSUs even if PSUs have been granted repeatedly in the past; (b) all decisions with respect to future Awards of
PSUs, if any, will be at the sole discretion of the Company; (c) the future value of the underlying Stock is unknown and
cannot be predicted with certainty; (d) in consideration of the Award of PSUs, no claim or entitlement to compensation
or damages will arise from termination of the PSUs or any diminution in value of the PSUs or Stock received when the
PSUs vest resulting from the Participant’s termination of employment by the Employer (for any reason whatsoever and
whether or not in breach of local employment laws), and the Participant irrevocably releases the Company, the Parent,
the Subsidiary and Affiliate from any such claim that may arise; (e) in the event of involuntary termination of the
Participant’s employment (whether or not in breach of local employment laws), the Participant’s right to receive PSUs
and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed
and will not be extended by any notice period mandated under local law or contract, and the Company will have the
exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PSUs; (f) the
Company is not providing any tax, legal or financial
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