EMC 2010 Annual Report Download - page 150

(f) Terms. The terms of each Award granted pursuant to this Section will be as follows:
(i) The term of the Award will be ten (10) years.
(ii) The exercise price for Shares subject to Awards will be one hundred percent (100%) of the Fair Market Value on the grant date.
(iii) Subject to Section 15, the Initial Award will vest and become exercisable as the Administrator determines in its sole discretion.
(iv) Subject to Section 15, the Annual Award will vest and become exercisable as to one hundred percent (100%) of the Shares subject to
such Award on the day prior to the next year's annual stockholder meeting (but in no event later than December 31 of the calendar year following
the calendar year during which the Annual Award was granted), provided that the Participant continues to serve as a Director through such date.
(g) Adjustments. The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 11,
including, without limitation, the number of Shares and exercise prices thereof, for Awards granted on or after the date the Administrator determines to
make any such change or revision.
12. Performance-Based Compensation Under Code Section 162(m).
(a) General. If the Administrator, in its discretion, decides to grant an Award intended to qualify as "performance-based compensation" under
Code Section 162(m), the provisions of this Section 12 will control over any contrary provision in the Plan; provided, however, that the Administrator
may in its discretion grant Awards that are not intended to qualify as "performance-based compensation" under Section 162(m) of the Code to such
Participants that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 12.
(b) Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance
Units and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within
the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement ("Performance Goals") including attainment of
research and development milestones, bookings, cash flow, cash position, contract awards or backlog, customer renewals, earnings (which may include
earnings before interest and taxes; earnings before taxes; net earnings; and earnings before interest, taxes, depreciation and amortization), earnings per
Share, expense reduction, gross margin, growth with respect to any of the foregoing measures, growth in bookings, growth in revenues, growth in
stockholder value relative to the moving average of the S&P 500 Index or another index, internal rate of return, market share, net income, net profit, net
sales, new product development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income
(GAAP and non-GAAP), operating margin, pre-tax profit, product release timelines, productivity, profit, return on assets, return on capital, return on
stockholder equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price increase, time to market, total
stockholder return, and working capital. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit
of the Company and may be measured relative to a peer group or index.
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