VMware 2012 Annual Report Download - page 157

Form of PSU Agreement
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships
held in the Company, details of all PSUs or any entitlement to shares of Stock awarded, canceled, exercised, vested,
unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the
Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the Participant’s country or
elsewhere, and that the recipients’ country (e.g., the U.S.) may have different data privacy laws and protections than the
Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s
participation in the Plan, including any requisite transfer of such Data as may be required to a third party. Further, the
Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant
does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or service
and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing
his or her consent is that the Company would not be able to grant the Participant PSUs or other equity awards or
administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her
consent may affect the Participant’s ability to participate in the Plan.
15.
Entire Agreement . This Agreement, subject to the terms and conditions of the Plan and the Notice of
Grant, represents the entire agreement between the parties with respect to the PSUs.
16.
Binding Agreement . Subject to the limitation on the transferability of this Award contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
17.
Additional Conditions to Issuance of Certificates for Stock . The Company will not be required to issue
any certificate or certificates for Stock hereunder prior to fulfillment of all the following conditions: (a) the admission of
such Stock to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any
registration or other qualification of such Stock under any state, federal or foreign law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator will, in
its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state,
federal or foreign governmental agency, which the Administrator will, in its absolute discretion, determine to be
necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the PSUs as
the Administrator may establish from time to time for reasons of administrative convenience.
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