EMC 2006 Annual Report Download - page 118

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or her Account, in such form and manner, and with such notice, as the Administrator may prescribe, provided that such directions may be given on a
prospective basis only and further provided that any deferral of RSUs shall be treated as invested in Company Stock. Changes in Participant directions
hereunder may be made by a Participant no more than once every thirty (30) days or at such other times or as frequently as the Administrator may prescribe.
Each Participant's Account shall be adjusted from time to time (at least quarterly) to reflect the fair market value that would be ascribed to the Account if the
amounts credited to the Account were actually invested in the funds as directed by the Participant. For purposes of Company Credits, earnings credits (if any)
shall begin to accrue as of the actual date of contribution and investment by the Company of such funds into a grantor trust pursuant to Section 9.1.
5.3. Payments. Each Participant's Account shall be reduced by the amount of any payment made to or on behalf of the Participant under Article 6 as of
the date such payment is made.
5.4. Vesting. A Participant will at all times be 100% vested in amounts credited to his or her Elective Deferral Subaccount. A Participant will earn an
interest to be vested in amounts credited to his or her Company Credit Subaccount according to any vesting schedule(s) adopted by the Company in its sole
discretion; provided, however, that in the event (a) that a Participant becomes Disabled or (b) of a Change of Control a Participant will become 100% vested
in his or her Company Credit Subaccount.
5.5 Detrimental Activity.
(a) Notwithstanding any other provisions of the Plan, in the event that a Participant engages in "Detrimental Activity" (as defined below) at any time,
the Administrator may in its sole discretion cancel or rescind at any time all amounts, if any, credited to such Participant's Company Credit subaccount,
whether or not fully vested. Furthermore, in the event that a Participant engages in Detrimental Activity at any time during the twelve (12) months after the
termination of his or her employment with the Company or any of its Subsidiaries for any reason or termination of service as a director of the Company for
any reason, as the case may be, the Company may require such Participant at any time until the later of (A) two years after such Participant's termination of
employment for any reason or termination of service as a director of the Company for any reason, as the case may be, or (B) two years after such Participant
engaged in Detrimental Activity to pay to the Company (1) an amount equal to any distributions previously made by the Company to such Participant from
such Participant's Company Credit Account and (2), if the Company commences an action against such Participant (by way of a claim or counterclaim and
including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in Detrimental Activity or otherwise violated
this Section 5.5, an amount equal to the Company's costs and fees incurred in such action, including but not limited to, the Company's reasonable attorneys'
fees. The Company shall be entitled to
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