EMC (EMC)

VMware Restricted Stock

VMware restricted stock includes restricted stock awards, restricted stock units and other restricted stock. Other restricted stock includes shares issued to certain employees of SpringSource who agreed to accept shares of VMware Class A common stock subject to vesting restrictions in lieu of a portion of their cash merger proceeds. In addition, other restricted stock includes options exercised prior to vesting by non-employee directors. The exercise of those options prior to vesting resulted in the outstanding shares being subject to repurchase and hence restricted until such time as the respective options vest.

In September 2008, VMware awarded 5.3 million restricted stock units to certain employees, including a portion for international employees who were not eligible to participate in the 2008 Exchange Offer and a portion for retention purposes. These awards generally will vest over a three-year or four-year period. These awards resulted in stock-based compensation expense of $164.5 million to be recognized over the three-year or four-year vesting term.

The following table summarizes restricted stock activity since January 1, 2007 for VMware restricted stock (shares in thousands):

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The total fair value of restricted stock that vested in 2009, 2008 and 2007 was $88.8 million, $116.3 million and $0.6 million, respectively. As of December 31, 2009, 9.2 million shares of VMware restricted stock were outstanding, with an aggregate intrinsic value of $389.4 million based on the closing share price as of December 31, 2009. These shares are scheduled to vest through 2013.

The restricted stock unit awards are valued based on the VMware stock price on the date of grant. The majority of VMware’s restricted stock awards have pro rata vesting over three or four years.

VMware Restricted Stock

        VMware restricted stock includes restricted stock awards, restricted stock units, and other restricted stock. Other restricted stock includes options exercised by non-employee directors that were required to be exercised within one year of grant, but are subject to a three-year vesting provision. The exercise of those options prior to vesting results in the outstanding shares being subject to repurchase and hence restricted until such time as the respective options vest.

        In September 2008, VMware awarded 5.3 million restricted stock units to certain employees, including a portion for international employees who were not eligible to participate in the 2008 VMware Exchange Offer and a portion for retention purposes. These awards generally will vest over a three-year or four-year period. These awards resulted in stock-based compensation expense of $164.5 million to be recognized over the three-year or four-year vesting term.

        The following table summarizes restricted stock activity since January 1, 2007 for VMware restricted stock (shares in thousands):

        The total fair value of restricted stock that vested in 2008 and 2007 was $116.3 million and $0.6 million, respectively. As of December 31, 2008, 7.6 million shares of VMware restricted stock were outstanding, with an aggregate intrinsic value of $178.8 million. These shares are scheduled to vest through 2012.

        The restricted stock awards are valued based on the VMware stock price on the date of grant. The majority of VMware's restricted stock awards have pro rata vesting over three or four years.

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VMware Restricted Stock

        VMware restricted stock includes restricted stock awards, restricted stock units, and other restricted stock. Other restricted stock
includes options exercised by non-employee directors that were required to be exercised within one year of grant, but are subject to a three-year vesting provision. The
exercise of those options prior to vesting results in the outstanding shares being subject to repurchase and hence restricted until such time as the respective options vest.

        In
September 2008, VMware awarded 5.3 million restricted stock units to certain employees, including a portion for international employees who were not eligible to participate in
the 2008 VMware Exchange Offer and a portion for retention purposes. These awards generally will vest over a three-year or four-year period.
These awards resulted in stock-based compensation expense of $164.5 million to be recognized over the three-year or four-year vesting term.

        The
following table summarizes restricted stock activity since January 1, 2007 for VMware restricted stock (shares in thousands):

        The
total fair value of restricted stock that vested in 2008 and 2007 was $116.3 million and $0.6 million, respectively. As of December 31, 2008, 7.6 million
shares of VMware restricted stock were outstanding, with an aggregate intrinsic value of $178.8 million. These shares are scheduled to vest through 2012.

        The
restricted stock awards are valued based on the VMware stock price on the date of grant. The majority of VMware's restricted stock awards have pro rata vesting over three or four
years.

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VMware Restricted Stock

        VMware restricted stock includes restricted stock awards, restricted stock units and other restricted stock. Other restricted stock includes options exercised by non-employee directors that were required to be exercised within one year of grant, but are subject to a three-year vesting provision. The exercise of those options prior to vesting results in the outstanding shares being subject to repurchase and hence restricted until such time as the respective options vest.

        The following table summarizes restricted stock activity since January 1, 2007 for VMware restricted stock (shares in thousands):

        In July 2007, a grant of 85,000 restricted stock units was made to an executive of VMware. These restricted stock units vest in 2009 only if goals established by the Compensation and Corporate Governance Committee of VMware are met. As these goals had not been established as of December 31, 2007, these restricted stock units were not considered granted as of December 31, 2007 for accounting purposes. Therefore, they are not included as grants in the table shown above.

        The total fair value of restricted stock that vested in 2007 was $0.6 million. As of December 31, 2007, 3.6 million shares of VMware restricted stock were outstanding and unvested, with an aggregate intrinsic value of $300.1 million. These shares are scheduled to vest through 2011.

        The restricted stock awards are valued based on the VMware stock price on the award date. The restricted stock awards have various vesting terms, including pro rata vesting over three or four years and cliff vesting at the end of three or five years from the

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date of grant with acceleration for achieving specified performance criteria. For awards with performance conditions, management evaluates the criteria in each grant to determine the probability that the performance condition will be achieved.

VMware Restricted Stock

        VMware restricted stock includes restricted stock awards, restricted stock units and other restricted stock. Other restricted stock includes options exercised by
non-employee directors that were required to be exercised within one year of grant, but are subject to a three-year vesting provision. The exercise of those options prior to
vesting results in the outstanding shares being subject to repurchase and hence restricted until such time as the respective options vest.

        The
following table summarizes restricted stock activity since January 1, 2007 for VMware restricted stock (shares in thousands):

        In July 2007, a grant of 85,000 restricted stock units was made to an executive of VMware. These restricted stock units vest in 2009 only if goals
established by the Compensation and Corporate Governance Committee of VMware are met. As these goals had not been established as of December 31, 2007, these restricted stock units were not
considered granted as of December 31, 2007 for accounting purposes. Therefore, they are not included as grants in the table shown above.

        The
total fair value of restricted stock that vested in 2007 was $0.6 million. As of December 31, 2007, 3.6 million shares of VMware restricted stock were
outstanding and unvested, with an aggregate intrinsic value of $300.1 million. These shares are scheduled to vest through 2011.

        The
restricted stock awards are valued based on the VMware stock price on the award date. The restricted stock awards have various vesting terms, including pro rata vesting over three or
four years and cliff vesting at the end of three or five years from the

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date
of grant with acceleration for achieving specified performance criteria. For awards with performance conditions, management evaluates the criteria in each grant to determine the probability that
the performance condition will be achieved.