VMWARE, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
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<TYPE>EX-10.14
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<FILENAME>dex1014.htm
<DESCRIPTION>2007 EMPLOYEE STOCK PURCHASE PLAN
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<TITLE>2007 Employee stock Purchase Plan</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.14 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2"><B>AS AMENDED DECEMBER 10, 2007 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>AND AS FURTHER AMENDED FEBRUARY 4, 2009 </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">VMWARE, INC. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2007 EMPLOYEE STOCK PURCHASE
PLAN </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;1. Purpose of Plan </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The
VMware, Inc. 2007 Employee Stock Purchase Plan (the &#147;Plan&#148;) is intended to provide a method by which eligible employees of VMware, Inc. (&#147;VMware&#148;) and its subsidiaries (collectively, the &#147;Company&#148;) may use voluntary,
systematic payroll deductions to purchase VMware&#146;s class A common stock, $.01 par value, (&#147;stock&#148;) 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 &#147;Board of Directors&#148;) determines that employees of a particular subsidiary
shall not be eligible. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;2. Options to Purchase Stock </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Under the Plan, no more than 6,400,000 shares of stock are available for purchase (subject to adjustment as provided in Section&nbsp;16) pursuant to the exercise of options (&#147;options&#148;) granted under the Plan
to employees of the Company (&#147;employees&#148;). The stock to be delivered upon exercise of options under the Plan may be either shares of the Company&#146;s authorized but unissued stock, or shares of reacquired stock, as the Board of Directors
shall determine. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;3. Eligible Employees </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Except as otherwise provided in Section&nbsp;20, each employee who has completed three months or more of continuous service in the employ of the Company shall be eligible to participate in the Plan.<B> </B>Notwithstanding any other
provision herein, individuals who are not contemporaneously classified as employees of VMware or an eligible subsidiary for purposes of VMware&#146;s or the applicable eligible subsidiary&#146;s payroll system are not considered to be eligible
employees and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of VMware or an eligible subsidiary for any purpose, including, without limitation, common law or statutory employees, by
any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative </FONT>
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<FONT FACE="Times New Roman" SIZE="2">proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive
means for individuals who are not contemporaneously classified as employees of VMware or an eligible subsidiary on the applicable payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by
VMware, which specifically renders such individuals eligible to participate herein. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;4. Method of Participation </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Option periods of any duration up to 27 months in length shall be determined by the Committee. In the event no period is designated by the Committee, the
option periods shall have a duration of six months commencing on the first day following termination of the prior period. For example, if an option period ends on July&nbsp;31, the following option period would be August&nbsp;1 through
January&nbsp;31 unless the Committee determines otherwise prior to commencement of such following option period. Each person who will be an eligible employee on the first day of any option period may elect to participate in the Plan by executing and
delivering, at least one business day prior to such day, a payroll deduction authorization in accordance with Section&nbsp;5. Such employee shall thereby become a participant (&#147;participant&#148;) on the first day of such option period and shall
remain a participant until his or her participation is terminated as provided in the Plan. The Company may permit participants to elect or indicate whether an enrollment election, once made, will apply to subsequent option periods without being
required to submit a new enrollment form. If an employee makes an enrollment election that does not apply to subsequent option periods, the employee will be deemed to have terminated his or her participation with respect to subsequent option periods
unless and until the employee submits a new enrollment form in accordance with the Plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;5. Payroll Deductions </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The payroll deduction authorization shall request withholding, at a rate of not less than 2% nor more than 15% from the participant&#146;s compensation
(subject to a maximum of $7,500 per six-month option period and pro-rated for longer or shorter periods, at the Committee&#146;s discretion), by means of substantially equal payroll deductions over the option period; <U>provided</U>, <U>however</U>,
that for option periods beginning after October&nbsp;1, 2008, any amount remaining in a participant&#146;s withholding account at the end of an option period representing a fractional share that is rolled over to the withholding account for the next
option period pursuant to Section&nbsp;8 below (a &#147;rollover&#148;) may be used to purchase additional stock; <U>further</U> <U>provided</U> that the maximum dollar amount per option period shall be reduced by the amount of any rollover. For
purposes of the Plan, &#147;compensation&#148; shall mean all cash compensation paid to the participant by the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A participant may only elect to change the withholding rate of his or her payroll deduction authorization
by written notice delivered to the Company at least one business day prior to the first day of the option period as to which the change is to be effective. Following delivery to the Company of any payroll deduction authorization or any election to
change the withholding rate of a payroll deduction authorization, appropriate payroll deductions or changes thereto shall commence as soon as reasonably practicable. All amounts withheld in accordance with a participant&#146;s payroll deduction
authorization shall be credited to a withholding account for such participant. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;6. Grant of Options </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Each person who is a participant on the first day of an option period shall as of such day be granted an option for such period. Such option shall be for
the number of shares of stock to be determined by dividing (a)&nbsp;the balance in the participant&#146;s withholding account on the last day of the option period by (b)&nbsp;the purchase price per share of the stock determined under Section&nbsp;7,
and eliminating any fractional share from the quotient. In the event that the number of shares then available under the Plan is otherwise insufficient, the Company shall reduce on a substantially proportionate basis the number of shares of stock
receivable by each participant upon exercise of his or her option for an option period and shall return the balance in a participant&#146;s withholding account to such participant. In no event shall the number of shares of stock that a participant
may purchase during any one six-month option period under the Plan exceed 750 shares of stock, and pro-rated for longer or shorter periods, at the Committee&#146;s discretion. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Section&nbsp;7. Purchase Price </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The purchase price of stock issued pursuant to the exercise of an option
shall be 85% of the fair market value of the stock at (a)&nbsp;the time of grant of the option or (b)&nbsp;the time at which the option is deemed exercised, whichever is less. &#147;Fair market value&#148; shall mean the closing sales price per
share of the stock on the principal securities exchange on which the stock is traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the stock is not listed for trading on a national
securities exchange, the fair market value of the stock shall be determined in good faith by the Board of Directors. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;8. Exercise of Options
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If an employee is a participant in the Plan on the last business day of an option period, he or she shall be deemed to have exercised the
option granted to him or her for that period. Upon such exercise, the Company shall apply the balance of the participant&#146;s withholding account to the purchase of the number of whole shares of stock determined under Section&nbsp;6, and as soon
as practicable thereafter shall issue and deliver certificates for said shares to the participant. No fractional shares shall be issued hereunder. Any balance accumulated in the participant&#146;s withholding account </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">that is not sufficient to purchase a full share shall be retained in such account for any remaining or subsequent option period, subject to early withdrawal
by the participant as provided in Section&nbsp;10. Any other monies remaining in the participant&#146;s withholding account under the Plan after the date of exercise shall be retuned to the participant or his or her beneficiary (as applicable) in
cash, without interest. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any shares unless
and until, in the opinion of the Company&#146;s counsel, all requirements of applicable federal and state laws and regulations (including any requirements as to legends) have been complied with, nor, if the outstanding stock is at the time listed on
any securities exchange, unless and until the shares to be delivered have been listed (or authorized to be added to the list upon official notice of issuance) upon such exchange, nor unless or until all other legal matters in connection with the
issuance and delivery of shares have been approved by the Company&#146;s counsel. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;9. Interest </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">No interest will be payable on withholding accounts. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Section&nbsp;10. Cancellation and Withdrawal </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A participant who holds an option under the Plan may cancel all (but not less than
all) of his or her option by written notice delivered to the Company, in such form as the Company may prescribe, provided that the Company must receive such notice at least 15 days before the last day of the option period (the &#147;Withdrawal
Deadline&#148;). Any participant who delivers such written notice shall be deemed to have canceled his or her option, terminated his or her payroll deduction authorization with respect to the Plan and terminated his or her participation in the Plan,
in each case, as of the date of such written notice. In the event that the date of the Withdrawal Deadline with respect to the applicable option period, shall be a Saturday, Sunday or day on which banks in the State of Delaware are required or
permitted to close, a participant may cancel his or her option by written notice given on or prior to the last business day immediately preceding such date. Following delivery of any such notice, any balance in the participant&#146;s withholding
account will be returned to such participant as soon as reasonably practicable. Any participant who has delivered such notice may elect to participate in the Plan in any future option period in accordance with the provisions of Section&nbsp;4.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;11. Termination of Employment </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Except as otherwise provided in Section&nbsp;12, upon the termination of a participant&#146;s employment with the Company for any reason whatsoever, he or she shall cease to be a participant, and any option held by him or her under the Plan
shall be </FONT>
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<FONT FACE="Times New Roman" SIZE="2">deemed cancelled, the balance of his or her withholding account shall be returned to him or her, and he or she shall have no further rights under the Plan.
For purposes of this Section&nbsp;11, a participant&#146;s employment will not be considered terminated in the case of a transfer to the employment of a subsidiary or to the employment of the Company. For purposes of the Plan, an individual&#146;s
employment relationship is still considered to be continuing intact while such individual is on sick leave, or other leave of absence approved for purposes of this Plan by the Company or a subsidiary; provided however, that if such period of leave
of absence exceeds ninety (90)&nbsp;days, and the individual&#146;s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the ninety-first (91</FONT><FONT
FACE="Times New Roman" SIZE="1"><SUP>st</SUP></FONT><FONT FACE="Times New Roman" SIZE="2">)&nbsp;day of such leave. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;12. Death of Participant
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In the event a participant holds any option hereunder at the time his or her employment with the Company is terminated by his or her death,
whenever occurring, then his or her legal representative), may, by a writing delivered to the Company on or before the date such option is exercisable, elect either (a)&nbsp;to cancel any such option and receive in cash the balance in his or her
withholding account, or (b)&nbsp;to have the balance in his or her withholding account applied as of the last day of the option period to the exercise of his or her option pursuant to Section&nbsp;8, and have the balance, if any, in such account in
excess of the total purchase price of the whole shares so issued returned in cash. In the event his or her legal representative) does not file a written election as provided above, any outstanding option shall be treated as if an election had been
filed pursuant to subparagraph 12(a) above. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;13. Participant&#146;s Rights Not Transferable, etc. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">All participants granted options under the Plan shall have the same rights and privileges. Each participant&#146;s rights and privileges under any option
granted under the Plan shall be exercisable during his or her lifetime only by him or her, and shall not be sold, pledged, assigned, or otherwise transferred in any manner whatsoever except by will or the laws of descent and distribution. In the
event any participant violates the terms of this Section, any options held by him or her may be terminated by the Company and, upon return to the participant of the balance of his or her withholding account, all his or her rights under the Plan
shall terminate. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;14. Employment Rights </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Neither the adoption of the Plan nor any of the provisions of the Plan shall confer upon any participant any right to continued employment with the Company or a subsidiary or affect in any way the right of the Company to terminate the
employment of such participant at any time. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;15. Rights as a Shareholder </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">A participant shall have the rights of a shareholder only as to stock actually acquired by him or her under the Plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Section&nbsp;16. Change in Capitalization </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation or other change in the Company&#146;s capital stock, the number and kind of shares of stock or securities of the Company to be subject to the Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares or securities which may be delivered under the Plan, the option price and other relevant provisions shall be appropriately adjusted by the Board of Directors, whose determination
shall be binding on all persons. In the event of a consolidation or merger in which the Company is not the surviving corporation or in the event of the sale or transfer of substantially all the Company&#146;s assets (other than by the grant of a
mortgage or security interest), all outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors shall either (a)&nbsp;return the balance in all
withholding accounts and cancel all outstanding options, or (b)&nbsp;accelerate the exercise date provided for in Section&nbsp;8, or (c)&nbsp;if there is a surviving or acquiring corporation, arrange to have that corporation or an affiliate of that
corporation grant to the participants replacement options having equivalent terms and conditions as determined by the Board of Directors. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;17.
Administration of Plan </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not
inconsistent with the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions which may arise in connection therewith. Except with respect to officers of the
Company who are subject to the reporting requirements of Section&nbsp;16 of the Securities Act of 1934, management of the Company is also authorized to resolve participant disputes under the Plan, consistent with the terms of the Plan and any
agreements thereunder and any interpretations or guidance issued under the Plan by the Board of Directors or the Committee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Board may,
in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or any other committee (the &#147;Committee&#148;), in which event all references to the Board of Directors hereunder, including without limitation
the references in Section&nbsp;17, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by all of the Committee members. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Determinations of the Board of Directors, the Committee or where appropriate, management of the Company,
shall be conclusive and shall bind all parties. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;18. Amendment and Termination of Plan </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying the requirements
of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the
shareholders of the Company, (a)&nbsp;increase the maximum number of shares available under the Plan, (b)&nbsp;reduce the option price of outstanding options or reduce the price at which options may be granted, (c)&nbsp;change the conditions for
eligibility under the Plan, or (d)&nbsp;amend the provisions of this Section&nbsp;18 of the Plan, and no such amendment will adversely affect the rights of any participant (without his or her consent) under any option theretofore granted.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges
of holders of the outstanding options. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;19. Approval of Shareholders </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within twelve months after the date the Plan
is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall be exercised prior to the date of such approval. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Section&nbsp;20. Limitations </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding any other provision of the Plan: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option to him or her, he or she
would (in accordance with the provisions of Sections 423 and 424(d) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;)) own or be deemed to own stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the employer corporation or of its parent or subsidiary corporation, as defined in Section&nbsp;424 of the Code Internal Revenue Code of 1986, as amended (the &#147;Code&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) No employee shall be granted an option under this Plan that would permit his or her rights to purchase shares of stock under all employee stock
purchase plans (as defined in Section&nbsp;423 of the Code) of VMware or any subsidiary or parent corporation to accrue at a rate which exceeds $25,000 in fair market value of such </FONT>
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<FONT FACE="Times New Roman" SIZE="2">stock (determined at the time the option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time,
as provided in Section&nbsp;423 of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) No employee shall be granted an option under this Plan that would permit him or her to
withhold more than $7,500 in each six-month option period, and pro-rated for longer or shorter periods, at the Committee&#146;s discretion, or $15,000 per calendar year, less the amount of any rollover. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) No employee whose customary employment is 20 hours or less per week shall be eligible to participate in the Plan. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) No independent contractor shall be eligible to participate in the Plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Section&nbsp;21. Jurisdiction and Governing Law. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company and each participant in the Plan submit to the
exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve issues that may arise out of or relate to the Plan or the same subject matter. The Plan shall be governed by the laws of Delaware, excluding its conflicts or
choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Section&nbsp;22: Compliance with Foreign Laws and Regulations. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding anything to the contrary herein, the Board, in
order to conform with provisions of local laws and regulations in foreign countries in which the Company or its subsidiaries operate, shall have sole discretion to (i)&nbsp;adversely modify the terms and conditions of options granted to participants
employed outside the United States to the extent consistent with the proposed or final US Treasury regulations under Code Section&nbsp;423; (ii)&nbsp;establish comparable plans that are not intended to qualify under Code Section&nbsp;423 with the
shares to be taken from the allotment available under this Plan and with modified enrollment or exercise procedures and/or establish such other modifications as may be necessary or advisable under the circumstances presented by local laws and
regulations; and (iii)&nbsp;take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any sub-plan established
hereunder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>

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