EMC 2006 Annual Report Download - page 126

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information within the time specified, the 45 day extension of the appeal period will begin after such person has provided that information. If such
person fails to deliver the requested information within the time specified, the Administrator may decide such person's appeal without that information.
Notwithstanding the foregoing, if the decision on review is not made within such 45 or 90 day period, the claim will be considered denied.
The Administrator may, in its sole discretion amend or revise this Section 7.3, provided, that the claims procedure for the Plan pursuant to which
persons may claim an interest in the Plan and appeal denials of such claims, as amended or changed, shall meet the minimum standards of Section 503
of ERISA.
7.4. Indemnification of Administrator. The Company shall indemnify and defend to the fullest extent permitted by law any director, officer or
employee of the Company or its Subsidiaries who serves as the Administrator or as a member of a committee appointed to serve as Administrator, or who
assists the Administrator in carrying out its duties (including any such individual who formerly served in any such capacity) against any and all liabilities,
damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved in writing by the Company) arising out of or
relating to any act or omission to act in connection with the Plan, if such act or omission is in good faith. Such benefit will be provided through insurance if
necessary to comply with Code section 409A.
Article 8. AMENDMENT, TERMINATION AND ASSIGNMENT
8.1. Amendments. Prior to a Change of Control, the Company shall have the right to amend the Plan from time to time, subject to Section 8.3, by an
instrument in writing which has been executed on its behalf by the Administrator or by vote of the Board. No amendment to the Plan with respect to any
Participant may be made after a Change of Control without the written consent of such Participant (or beneficiary, if applicable).
8.2. Termination of Plan. The Company currently intends to continue the Plan indefinitely. However, the Plan is voluntary on the part of the Company
and the Company expressly reserves the right to terminate the Plan at any time, subject to Section 8.3, for any reason whatsoever. Subject to Section 8.1, the
Company from time to time may, by amendment to the Plan, suspend the Plan or discontinue provisions thereof. The Company may terminate the Plan at any
time by an instrument in writing which has been executed on its behalf by the Administrator or by vote of the Board. On termination of the Plan, the Company
will distribute Accounts under the Plan only to the extent such distributions can be made without taxation under Code section 409A.
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