VMware 2013 Annual Report Download - page 103
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Exhibit 10.13
Amended and Restated on November 14, 2013
VMWARE, INC.
AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN
Section 1. Purpose of Plan
The VMware, Inc. 2007 Employee Stock Purchase Plan (the “Plan”) is intended to provide a method by which eligible
employees of VMware, Inc. (“VMware”) and its subsidiaries (collectively, the “Company”) may use voluntary, systematic payroll
deductions or other contributions (as described in Section 5 below) to purchase VMware’s class A common stock, $.01 par value,
(“stock”) and thereby acquire an interest in the future of VMware. For purposes of the Plan, a subsidiary is any corporation in
which VMware owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of
stock unless the Board of Directors of VMware (the “Board of Directors”) determines that employees of a particular subsidiary
shall not be eligible.
The Plan is intended qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of
1986, as amended (the “Code”). Notwithstanding the foregoing, the Board of Directors may establish comparable offerings under
the Plan that are not intended to qualify under Code Section 423. Such offerings will be designated as being made under the non-
423 component of this Plan.
For purposes of this Plan, if the Board of Directors so determines, the employees of VMware and/or of any designated
subsidiary will be deemed to participate in a separate offering under the 423 component of the Plan, even if the dates of the
applicable offering period of each such offering are identical, provided that the terms of participation are the same within each
separate offering as determined under Code Section 423.
Section 2. Options to Purchase Stock
Under the Plan, no more than 14,300,000 shares of stock are available for purchase (subject to adjustment as provided in
Section 16) pursuant to the exercise of options (“options”) granted under the Plan to employees of the Company (“employees”).
All
of the shares of stock are available for purchase under the Plan may be used for offerings under the 423 component of the Plan. The
stock to be delivered upon exercise of options under the Plan may be either shares of VMware’s authorized but unissued stock, or
shares of reacquired stock, as the Board of Directors shall determine.
Section 3. Eligible Employees
Except as otherwise provided in Section 20, each employee who has completed three months or more of continuous service
in the employ of the Company, or any lesser number of months established by the Committee (if required under local law), shall be