EMC 2006 Annual Report Download - page 113

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EMC CORPORATION
EXECUTIVE DEFERRED COMPENSATION RETIREMENT PLAN,
as amended December 5, 2005
effective for amounts earned and vested after December 31, 2004
Article 1. INTRODUCTION
1.1. Adoption of Plan. The EMC Corporation Executive Deferred Compensation Retirement Plan has been adopted effective as of January 1, 2001.
The Plan has been amended as of December 5, 2005, and is effective, as so amended, for amounts that are subject to section 409A of the Internal Revenue
Code (the "Code") by reason of having been earned and vested after December 31, 2004.
1.2. Purpose of Plan. The Company (as defined below) has adopted the Plan (as defined below) to provide a competitive level of retirement benefits to
certain designated employees and directors of the Company or any of its Subsidiaries by allowing them to defer receipt of designated percentages of their
Compensation (as defined below) and to provide, in the sole discretion of the Company, Company Credits (as defined below).
1.3. Status of Plan. The Plan is intended to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA (as defined below), and shall be interpreted and administered to the fullest extent possible in a manner consistent with that intent.
Article 2. DEFINITIONS
Wherever used herein, the following terms shall have the meanings set forth below, unless a different meaning is clearly required by the context:
2.1. "Account" means, for each Participant, the account established for his or her benefit under Section 5.1.
2.2. "Administrator" means the Compensation Committee of the Board (as defined below) as it may be constituted from time to time, or otherwise
means a committee comprised of such members of the Board or executive officers of the Company as may be appointed by the Board or the Company's
President or Chief Executive Officer from time to time.
2.3. "Board" means the Board of Directors of the Company, as it may be constituted from time to time.
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