VMware 2012 Annual Report Download - page 156

Form of PSU Agreement
advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or
Participant’s acquisition or sale of the underlying Stock; and (g) the Participant is hereby advised to consult with his or
her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any
action related to the Plan.
12.
Black Out Periods
. The Participant acknowledges that, to the extent the vesting of any PSUs occurs during
a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the
Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSU; provided,
however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares
of Stock are specifically covered by a Rule 10b5-
1 trading plan of the Participant which causes such shares to be exempt
from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder
due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day
following the termination of such regularly scheduled blackout period; provided, however, that in no event will the
issuance of such shares be deferred subsequent to March 15th of the year following the year in which the shares vest. In
the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such
shares will be issued to the Participant on the first day following the termination of such special blackout period as
determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the
issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest.
Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the
termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant
hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or
otherwise.
13. Award is Not Transferable . Except to the limited extent provided in Section 5 above, this Award of PSUs
and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way by
the Participant (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or
similar process, until the Participant has been issued the Stock. Upon any attempt by the Participant to transfer, assign,
pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred
hereby immediately will become null and void. The terms of this Agreement will be binding upon the Participant’s
executors, administrators, heirs, successors and any permitted transferees.
14.
Data Privacy . The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other PSU grant
materials (“ Data ”) by and among, as applicable, the Employer, the Company, the Parent, the Subsidiaries and
Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the
Plan.
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