-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZvfE5g1slQlY03BZN7AYvblO+gz/2ozaNsdjT+x3zn/yl46te1rD+TKxwEWY5qV G9bo0Ugw87/CMhGUBr7Qyw== 0001181431-10-045592.txt : 20100903 0001181431-10-045592.hdr.sgml : 20100903 20100903160739 ACCESSION NUMBER: 0001181431-10-045592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100901 FILED AS OF DATE: 20100903 DATE AS OF CHANGE: 20100903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nielsen Tod CENTRAL INDEX KEY: 0001343964 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 101057817 MAIL ADDRESS: STREET 1: C/O VMWARE, INC. STREET 2: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VMWARE, INC. CENTRAL INDEX KEY: 0001124610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943292913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: (650) 427-5000 MAIL ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: VMWARE INC DATE OF NAME CHANGE: 20000923 4 1 rrd285496.xml FORM 4 X0303 4 2010-09-01 0 0001124610 VMWARE, INC. VMW 0001343964 Nielsen Tod 3401 HILLVIEW AVE PALO ALTO CA 94304 0 1 0 0 Chief Operating Officer Class A Common Stock 2010-09-01 4 M 0 30000 25.09 A 0 D Class A Common Stock 2010-09-01 4 S 0 9420 80.96 D 0 D Class A Common Stock 2010-09-01 4 S 0 20580 81.43 D 0 D Class A Common Stock 2010-09-02 4 M 0 30000 25.09 A 0 D Class A Common Stock 2010-09-02 4 S 0 30000 82.50 D 179233 D Stock Option (right-to-buy) 25.09 2010-09-01 4 M 0 30000 0 D 2015-02-13 Class A Common Stock 30000 350000 D Stock Option (right-to-buy) 25.09 2010-09-02 4 M 0 30000 0 D 2015-02-13 Class A Common Stock 30000 320000 D Price represents weighted average for sales reported. The range of prices for the sales reported is $80.24 through $81.23. The reporting person will provide upon request by the commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Price represents weighted average for sales reported. The range of prices for the sales reported is $81.24 through $81.69. The option, representing a right to purchase a total of 400,000 shares of Class A Common stock, became exercisable as to one-quarter of the shares on February 13, 2010, and vests in 36 equal monthly installments as to the remaining shares until fully exercisable on February 13, 2013. Includes 193 shares acquired under the VMware, Inc. Employee Stock Purchase plan in July, 2010. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Larry Wainblat, attorney-in-fact 2010-09-03 EX-24. 2 rrd255916_288701.htm POWER OF ATTORNEY rrd255916_288701.html

POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and appoints each of Craig
D. Norris, S. Dawn Smith and Larry R. Wainblat, signing singly, the undersigned's true and lawful
attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of VMware, Inc. (the "Company"), Forms 144 in accordance with Rule 144 of the
Securities Act of 1933 and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

      (2)  do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 144, 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file (whether by mail, electronic transmission or other
acceptable means) such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

      (3)  take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Rule 144 of the Securities Act of 1933 or Section
16 of the Securities Exchange Act of 1934.

      As of the date below, any and all prior Powers of Attorney executed by the undersigned for the
capacities specified herein with respect to the Company's securities are hereby revoked and superseded
by this Power of Attorney.  This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 144, 3, 4 or 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company's office of general counsel.  Should a named
attorney-in-fact terminate employment with the Company, this Power of Attorney shall be deemed
revoked singly with respect to such departing attorney-in-fact and shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact then employed by the Company until terminated
pursuant to the preceding sentence.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 19th day of July, 2010.


                                        Employee: /s/ TOD NIELSEN
                                        Print Name:  Tod Nielsen

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