EMC 2010 Annual Report Download - page 171

(c) Section 10(b)(iv) of the Plan shall apply with equal effect to vested Shares acquired upon exercise of an Option granted prior to the date, if
any, upon which the Common Stock becomes a Listed Security to a person other than an Officer, Director or Consultant, in that the Company shall
have the right to repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the
Participant's Continuous Service for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase
consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company's
initial public offering of its Common Stock. With respect to vested Shares issued upon exercise of an Option granted to any Officer, Director or
Consultant, the Company's right to repurchase such Shares upon termination of the Participant's Continuous Service for Cause shall be made at the
Participant's original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall
determine. Nothing in this Section 10(b)(iv) shall in any way limit the Company's right to purchase unvested Shares issued upon exercise of an Option
as set forth in the applicable Option Agreement.
(d) In the event of termination of a Participant's Continuous Service Status for Cause, the Company shall have the right to repurchase from the
Participant vested Shares issued upon exercise of a Stock Purchase Right granted prior to the date, if any, upon which the Common Stock becomes a
Listed Security to any person other than an Officer, Director or Consultant prior to the date, if any, upon which the Common stock becomes a Listed
Security upon the following terms: (A) the repurchase must be made within 90 days of termination of the Participant's Continuous Service for Cause at
the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase
money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company's initial public offering of its Common Stock.
With respect to vested Shares issued upon exercise of a Stock Purchase Right granted to any officer, Director or Consultant, the Company's right to
repurchase such Shares upon termination of such Participant's Continuous Service for Cause shall be made at the Participant's original cost for the
Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine.
6. The Company shall provide financial statements at least annually to each California Recipient during the period such person has one or more Options
or Stock Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares.
The Company shall not be required to provide such information if the issuance of awards under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent information.
7. Unless defined below or otherwise in this Attachment, Capitalized terms shall have the meanings set forth in the Plan. For purposes of this
Attachment, "Officer" means a person who is an officer of the Company within the meaning of Section 16(a) of the Exchange Act and the rules and
regulations promulgated thereunder.
***************
-2-