VMware 2012 Annual Report Download - page 162
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Form of PSU Agreement
however, that there is no obligation on the part of the Company to adopt any such amendment, policy or procedure or
take any such other action, and in any event, no such action will reduce the amount of compensation that is owed to the
Participant under this Award without the Participant’s prior written consent.
24.
Agreement Severable . In the event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to
have any effect on, the remaining provisions of this Agreement.
25.
Notice of Governing Law . This Agreement will be governed by the internal substantive laws, but not the
choice of law rules of the State of Delaware.
26.
Waiver; Cumulative Rights . The failure or delay of either party to require performance by the other party
of any provision hereof will not affect its right to require performance of such provision unless and until such
performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or
in whole from time to time.
27.
Notices . Any notice which either party hereto may be required or permitted to give the other must be in
writing and may be delivered personally or by mail, postage prepaid, addressed to the Company, at the address provided
below, and the Participant at his or her address as shown on the Company’s or the Employer’
s payroll records, or to such
other address as the Participant, by notice to the Company, may designate in writing from time to time.
To the Company: VMware, Inc.
3401 Hillview Avenue
Palo Alto, CA 94304
Attention: Legal Department
Participant’s signature below indicates Participant’s agreement and understanding that this Award is subject to
and governed by the terms and conditions of the Plan and this Agreement including, without limitation, Section 22
above. The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms
and provisions thereof, which are incorporated herein by reference. Participant herby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Agreement.
12
v. 12-17-
12