Form of Option Agreement, as amended October 15, 2010



 Exhibit 10.12 
 OPTION AGREEMENT 
 (UNITED STATES) 

THIS OPTION AGREEMENT (this “Agreement”) dated as of [TO COME] (“Grant Date”), is between VMware, Inc., a
Delaware corporation (the “Company”), and [TO COME] (the “Participant”), relating to options granted under the VMware, Inc. 2007 Equity and Incentive Plan (the “Plan”). Capitalized terms used in this Agreement
without definition shall have the meaning ascribed to such terms in the Plan. 
 1. Grant of Equity Option, Equity Option Price and
Term. 
  

	 	(a)	The Company grants to the Participant an option (the “Option”) to purchase [TO COME] shares of Stock, at a price of $[TO COME] per share,
subject to the provisions of the Plan and the terms and conditions herein. The Option is not an incentive stock option within the meaning of Section 422 of the Code. 


 

	 	(b)	The term of this Option shall be a maximum period of six (6) years from the Grant Date (the “Option Period”). The Vesting Commencement Date shall be
            , 201  . During the Option Period, the Option shall be exercisable as of the date set forth below according to the percentage set forth opposite such
date, subject to the Participant’s continued employment with the Company, a Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest through each
vesting date: 

  

			
	 Date
	  	 Cumulative Percentage Exercisable

	 18 months following the Vesting

Commencement Date
	  	37.5%
		
	 Monthly, commencing 19 months

following the Vesting Commencement

Date, until fully vested
	  	 2.0833 (rounded down to the

nearest whole share)%


  

	 	(c)	 Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, in the event the Participant incurs a termination
of employment for any reason whatsoever such that the Participant is no longer employed by any of the Company, the Subsidiaries, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity
or voting interest, then the Option, to the extent not otherwise exercisable shall terminate and to the extent exercisable at the time of such termination, may be exercised for the lesser of ninety (90) days from the date of such termination of
employment or the remainder of the Option Period, unless such termination is (i) for Cause, in which case the Option will terminate immediately or (ii) due to the Participant’s death or disability (as defined under the applicable
long-term disability plan of the Company, Subsidiary, Parent or Affiliate or, if there is no such plan, as determined by the Committee), in which case the Option shall become 100% exercisable and may be exercised for three (3) years from the
date of such termination of employment or if earlier, the remainder of the Option 










	 	 
Period. If the exercise of the Option within the applicable time period set forth in this Section 1(c) is prevented by the provisions of Section 7(j) of the Plan, the Option shall
remain exercisable until one (1) month after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Period. The occurrence of any of the following, as reasonably determined
by the Company in good faith, shall constitute “Cause,” provided that the Participant has been given notice by the Company of the existence of Cause and, if the existence of Cause is curable, a reasonable opportunity to cure the existence
of such Cause: 


  

	 	(i)	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; 

  

	 	(ii)	willful misconduct by the Participant in the performance of his or her employment duties; 


 

	 	(iii)	the Participant’s indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; or 


 

	 	(iv)	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. 

  

	 	(d)	Unless otherwise determined by the Committee, the Option granted hereunder is not transferable by the Participant except by will or the laws of descent and
distribution. 

  

	 	(e)	The Company shall not be required to issue any fractional shares of Stock pursuant to this Option. 


2. Exercise.  
  

	 	(a)	 Unless otherwise determined by the Committee, the Option shall be exercisable during the Participant’s lifetime only by the Participant (or his or
her legal representative), and after the Participant’s death only by the Participant’s legal representative. The Option may only be exercised by the delivery to the Company of a properly completed written notice, in form specified by the
Committee or its designee, which notice shall specify the number of shares of Stock to be purchased and the aggregate exercise price for such shares, together with payment in full of such aggregate exercise price. Payment shall be made in the manner
permitted in Section 6(b)(i)(B) of the Plan or as authorized by the Committee pursuant to such section. The Option may not be exercised unless the Participant agrees to be bound by such documents as the Committee may reasonably require,
including, if the Option is exercised prior to an IPO (as defined below), a stockholder’s agreement. The Committee may deny any exercise permitted hereunder if the Committee determines, in its discretion, that




  
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such exercise could result in a violation of federal or state securities laws. 


  

	 	(b)	Upon the expiration of the Option Period, if the Option has not yet been exercised and if the Fair Market Value of a share of Stock on the expiration date of the Option
Period is greater than the exercise price per share of the Option, then the Company shall effectuate an exercise of the Option whereby the Option is simultaneously exercised and shares of Stock thereby acquired are sold, pursuant to a brokerage or
similar arrangement, to use some of the proceeds from such sale as payment of the exercise price and applicable withholding taxes. Remaining shares of Stock upon such exercise shall then be issued to the Participant (or his or her legal
representative). 

 3. Payment of Withholding Taxes. If the Company or any other Subsidiary is obligated to
withhold an amount on account of any tax imposed as a result of the exercise of the Option, the Participant shall be required to pay such amount to the Company prior to delivery of shares of Stock. 

4. Plan. The Option is granted pursuant to the Plan, and the Option and this Agreement are in all respects governed by the Plan (the
terms of which are incorporated herein by reference) and subject to all of the terms and provisions thereof, except as otherwise set forth herein. The Participant shall be entitled to receive financial statements of the Company if and to the extent
required in order to comply with applicable law. 
 5. Employment Rights. No provision of this Agreement or of the Option
granted hereunder shall give the Participant any right to continue in the employ of the Company, a Subsidiary or the Parent, create any inference as to the length of employment of the Participant, affect the right of an employer to terminate the
employment of the Participant, with or without Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program (other than the Plan). 
 6. Governing Law. This Agreement and the Option granted hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (other than
its laws respecting choice of law). 
 7. Waiver; Cumulative Rights. The failure or delay of either party to require
performance by the other party of any provision hereof shall 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. 
 8. Notices. Any notice which either party hereto may be required or
permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to the Company, at the addressed provided below, and the Participant at his address as shown on the Company’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


  
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		 	Palo Alto, CA 94304
		 	Attention: Stock Administrator

 9.
Complete Agreement. This Agreement, those documents expressly referred to herein, and the Plan embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 

  
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 Unless the Participant notifies the Company within ten (10) days following receipt of
this Agreement that he or she declines this Award, the Participant will be deemed to have accepted and agreed to the terms and conditions of this Agreement and the Plan. 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. 
 IN WITNESS
WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Participant has hereunto set his hand, all as of the day and year first above written. 

 

			
	On Behalf of the Company:	  	Participant: