EMC 2010 Annual Report Download - page 156

securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance
with Section 4 below.
(i) "Common Stock" means the Common Stock of the Company.
(j) "Company" means Isilon Systems, Inc., a Delaware corporation.
(k) "Consultant" means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render
services and is compensated for such services, and any director of the Company whether compensated for such services or not.
(l) "Continuous Service Status" means the absence of any interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of
absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or
(iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective
successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous
Service.
(m) "Corporate Transaction" means a sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation and includes a Change of Control, excluding a merger effected only to reincorporate the
Company in another jurisdiction.
(n) "Director" means a member of the Board.
(o) "Employee" means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined
based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable
Laws. The payment by the Company of a director's fee to a Director shall not be sufficient to constitute "employment" of such Director by the
Company.
(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(q) "Fair Market Value" means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith
on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value
shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.
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