EMC 2010 Annual Report Download - page 109

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any other manner determined by the Company; provided that such Elective Deferrals during the Plan Year, in the aggregate, reflect the
Participant's Elective Deferrals in accordance with Code section 409A. Company Credits will be credited to each Participant's Company Credit Subaccount at
a time the Company determines in its sole discretion. The Administrator will provide each Participant with a statement of his or her Account as soon as
reasonably practicable after the end of each Plan Year.
5.2. Earnings Measurement. The Administrator will identify one or more funds (such as mutual funds or bank collective funds) from time to time for
the purpose of measuring earnings credits to Participants' Accounts. Each Participant may specify—in a form and manner and with notice as the
Administrator may prescribe—which fund or funds he or she wishes to be used to measure earnings for designated percentages of his or her Account. A
deferral of RSUs will be treated as invested in Company Stock. The Participant's directions may be given on a prospective basis only, and the Participant may
change those directions with the frequency, and subject to such procedures or restrictions, as the Administrator may prescribe from time to time. Each
Participant's Account will 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. Any earnings credits on Company Credits will begin to
accrue as of the date the Company designates.
5.3. Payments. Each Participant's Account will be reduced by the amount of any payment made to or on behalf of the Participant under Article 6 as of
the date the 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 a
vested interest in amounts credited to his or her Company Credit Subaccount according to any vesting schedule that the Company adopts in its sole discretion.
However, if a Participant becomes Disabled or a Change of Control occurs, the Participant will become 100% vested in his or her Company Credit
Subaccount.
5.5. Detrimental Activity.
(a) Notwithstanding any other provisions of the Plan, if 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 the Participant's Company Credit subaccount,
whether or not fully vested. Furthermore, if 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 member of the Board for
any reason, as the case may be, the Company may require the Participant at any time until the later of (A) two (2) years after the Participant's
termination of employment for any reason or termination of service as a member of the Board for any reason,
7