EMC 2006 Annual Report Download - page 119

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set off any such amounts owed to the Company against any amounts owed to such Participant by the Company, including without limitation, any amounts to
be distributed from such Participant's Elective Deferral Subaccount. For this purpose "Detrimental Activity" means, in the Company's sole determination, that
the Participant has, directly or indirectly, (a) become associated in any capacity with any enterprise that is, or may be deemed to be, in competition with any
business of the Company or any of its Subsidiaries, (b) solicited, induced or attempted to induce, in any enterprise that is competitive with the Company or
any of its Subsidiaries, any customers or employees of the Company to curtail or discontinue their relationship with the Company or any of its Subsidiaries,
(c) disclosed, communicated or misused, to the detriment of the Company or any of its Subsidiaries, any confidential or proprietary information relating to the
Company or any of its Subsidiaries to any person or entity not associated with the Company or any of its Subsidiaries, (d) failed to comply with the terms of
the Plan, (e) failed to comply with any term set forth in the Company's Key Employee Agreement (irrespective of whether the Participant is a party to the Key
Employee Agreement), (f) engaged in any activity that results in termination of the Participant's employment for cause, (g) violated any rule, policy,
procedure or guideline of the Company or any of its Subsidiaries, or (h) been convicted of, or has entered a guilty plea with respect to, a crime whether or not
connected with the Company or any of its Subsidiaries.
(b) Notwithstanding anything herein to the contrary, this Section 5.5 shall not in any way amend, modify or affect any other plan, agreement,
instrument or understanding, including without limitation, any of the Company's stock option plans, or any of the rights of the Company or any of its
Subsidiaries thereunder with respect to any Detrimental Activity or similar activity committed by a Participant. The Company expressly reserves all of its
rights under any such other plan, agreement, instrument or understanding and this Section 5.5 shall not be construed in any way as a waiver of any such rights.
Article 6.—PAYMENTS
6.1. Payment Upon Retirement or Resignation of Service. In the event a Participant's employment with the Company or any of its Subsidiaries is
terminated due to the Participant's Retirement, or in the event that a Participant's service as a director of the Company is terminated due to the Participant's
Resignation of Service, then beginning in the January following such Retirement or Resignation of Service, payments will be made to the Participant as
follows:
(a) With respect to the Participant's Elective Deferral Subaccount, unless the Participant elects an alternative form of payment as described in
Section 6.1(c) either in the initial Elective Deferral election or an effective election to change the time or form of distribution, as described in
Section 4.1, payments to be made upon Retirement or Resignation of Service will be made in a single lump sum payment comprised of cash or, in the
case of Compensation payable in Company Stock, Company Stock.
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