EMC 2010 Annual Report Download - page 131

Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of
any transaction which results in the Executive, or a group of Persons which includes the Executive, acquiring, directly or indirectly, 25% or more of either the
then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities.
16.9 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
16.10 "Company" shall mean EMC Corporation and, except in determining under Section 16.8 whether or not any Change in Control of the
Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or
otherwise.
16.11 "Date of Termination" shall have the meaning set forth in Section 7.2.
16.12 "Disability" shall be deemed the reason for the termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive's duties with the
Company for a period of one hundred twenty (120) days, the Company shall have given the Executive a Notice of Termination for Disability, and, within
thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive's duties. Any
question as to the existence of the Executive's Disability upon which the Executive and the Company cannot agree shall be determined by a qualified
independent physician selected by the Executive (or, if the Executive is unable to make such selection, it shall be made by any adult member of the
Executive's immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to the Executive
shall be final and conclusive for all purposes of this Agreement, absent fraud.
16.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
16.14 "Excise Tax" shall mean any excise tax imposed under Section 4999 of the Code.
16.15 "Executive" shall mean the individual named in the first paragraph of this Agreement.
16.16 "Good Reason" for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express
written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 (treating
all references in subsections (A) through (F) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following
acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in subsection (A), (B), (C), (D), or (E) below,
such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:
(A) an adverse change in the Executive's role or position(s) as an officer of the Company as in effect immediately prior to the Change in Control,
including, without limitation, any adverse change in the Executive's role or position as a result of a diminution of the Executive's duties or
responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or
the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s), or any removal of the Executive
from, or any failure to reappoint or reelect the Executive to, such position(s);
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