EMC 2010 Annual Report Download - page 133

of the condition or circumstance (or, if later, within 90 days of the Executive's becoming aware of such condition or circumstance), and the Company must
have failed to cure such condition within 30 days of the receipt of such notice. Subject to the preceding sentence, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.
For purposes of any determination regarding the existence of Good Reason, any good faith claim by the Executive that Good Reason exists shall
be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.
16.17 "Notice of Termination" shall have the meaning set forth in Section 7.1.
16.18 "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
16.19 "Plan" shall mean any compensation plan such as an incentive plan, or any employee benefit plan such as a thrift, pension, profit sharing,
medical, disability, accident, life insurance plan or a relocation or vacation plan or policy or any other plan, program or policy of the Company or its
subsidiaries intended to benefit employees, but excluding following a Change in Control (but not during a Potential Change in Control Period) any stock
option, restricted stock or other stock-based plan or benefit except with respect to any awards outstanding under any such plan as of the date of the Change in
Control.
16.20 "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following subsections shall have
occurred:
(A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(B) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a
Change in Control;
(C) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% 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; or
(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
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