EMC 2010 Annual Report Download - page 149

function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a
Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for
such Performance Unit/Share.
(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable
after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the
form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period) or in a combination thereof.
(f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under the Plan.
(g) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as "performance-based
compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance
Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares which are
intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary
or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).
11. Formula Awards to Outside Directors.
(a) General. Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under this Plan, including
discretionary Awards not covered under this Section 11. All grants of Awards to Outside Directors pursuant to this Section will be automatic and
nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(b) Type of Option. If Options are granted pursuant to this Section they will be Nonstatutory Stock Options and, except as otherwise provided
herein, will be subject to the other terms and conditions of the Plan.
(c) No Discretion. No person will have any discretion to select which Outside Directors will be granted Awards under this Section or to
determine the number of Shares to be covered by such Awards (except as provided in Sections 11(d), 11(g) and 15).
(d) Initial Award. Each person who first becomes an Outside Director following the Registration Date will be granted an Option to purchase such
number of Shares as determined by the Administrator in its sole discretion (the "Initial Award") on or about the date on which such person first
becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. Nothing in
this Section 11(d) shall obligate the Administrator to grant an Initial Award if it should determine in its discretion not to do so.
(e) Annual Award. Each Outside Director will be automatically granted an Option to purchase 20,000 Shares (an "Annual Award") on each date
of the annual meeting of the stockholders of the Company beginning in 2007, if as of such date, he or she will have served on the Board for at least the
preceding ten (10) months.
-13-