EMC 2010 Annual Report Download - page 132

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(B) a reduction in the Executive's Base Salary;
(C) the failure by the Company or any subsidiary of the Company to continue in effect any Plan in which the Executive is participating at the
time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal
expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to
act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis to the
Executive as is the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any of such
Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;
(D) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is located
immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the business
travel obligations which the Executive undertook on behalf of the Company prior to the Change in Control;
(E) any unreasonable refusal by the Company to continue to allow the Executive to attend to matters or engage in activities not directly related to
the business of the Company which, prior to the Change in Control, the Executive was permitted by the Board to attend to or engage in; or
(F) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 7.1; for purposes of this Agreement, no such purported termination shall be effective.
The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition or
circumstance described above within 90 days of the initial existence
13