EMC 2010 Annual Report Download - page 103

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Exhibit 10.6
EMC CORPORATION
DEFERRED COMPENSATION RETIREMENT PLAN,
as amended and restated as of November 3, 2010
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 was adopted effective as of January 1, 2001. The
Plan was amended and restated on December 5, 2005, May 22, 2008 and November 3, 2010, and is effective, as so amended, for amounts that are subject to
Code section 409A by reason of having been earned and vested after December 31, 2004. The name of the Plan was changed from the EMC Corporation
Executive Deferred Compensation Retirement Plan to the EMC Corporation Deferred Compensation Retirement Plan on May 22, 2008.
1.2. Purpose of Plan. The Company has adopted the Plan to provide a competitive level of retirement benefits to certain designated employees of the
Company or any of its Subsidiaries by allowing them to defer receipt of designated percentages of their Compensation and to provide, in the sole discretion of
the Company, Company Credits.
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, and will be interpreted and administered to the fullest extent possible in a manner consistent with that intent.
Article 2. DEFINITIONS
Wherever capitalized in this Plan, the following terms are defined as provided 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 Leadership and Compensation Committee of the Board as it may be constituted from time to time, or otherwise means
a committee composed of members of the Board or officers of the Company as may be appointed by the Board or the Compensation Committee of the Board
from time to time.
2.3. "Board" means the Board of Directors of the Company, as it may be constituted from time to time.