VMware 2012 Annual Report Download - page 158
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Form of PSU Agreement
18.
Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.
19.
Administrator Authority . Participant acknowledges that determination of the number of shares of Stock
earned under this Award is subject to determination by the Administrator of achievement of the performance targets set
forth on the Performance Schedule. The Administrator will have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon the Participant, the Company and all other interested persons.
No member of the Administrator will be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.
20.
Captions . Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
21.
Definitions . Unless otherwise defined in an employment agreement entered into between the Participant
and the Company that covers this grant, the terms set forth below will have the following meanings:
(a)
Cause . The occurrence of any of the following, as reasonably determined by the Company in good
faith, will constitute “Cause”:
(1)
willful neglect, failure or refusal by the Participant to perform his or her employment duties
(except resulting from the Participant’s incapacity due to illness) as reasonably directed by his or her employer;
(2)
willful misconduct by the Participant in the performance of his or her employment duties;
(3)
the Participant’s indictment for a felony (other than traffic related offense) or a
misdemeanor involving moral turpitude; or
(4)
the Participant’s commission of an act involving personal dishonesty that results in
financial, reputational, or other harm to the Company and its Affiliates and Subsidiaries, including, but not limited to, an
act constituting misappropriation or embezzlement of property.
The Company is required to deliver a Notice of Termination (as defined below) to the Participant and to
provide 30 days to remedy the event or condition giving rise to Cause (if such event or condition is capable of remedy)
in order to terminate his or her employment for Cause. No act or failure to act on the Participant’s part will be deemed
“willful” for purposes of this Cause definition unless committed or omitted by the Participant in bad faith and without
8
v. 12-17-
12