EMC 2002 Annual Report Download - page 94

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Exhibit 10.7
INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of [DATE], between EMC Corporation, a
Massachusetts corporation (the "Company"), and [NAME] (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors and officers the most capable persons available;
WHEREAS, the Indemnitee is a director or officer of the Company;
WHEREAS, both the Company and the Indemnitee recognize the increased
risk of litigation and other claims being asserted against directors and
officers of public companies in today's environment;
WHEREAS, the Amended and Restated By-Laws of the Company (the
"By-Laws") require the Company to indemnify its directors and officers against
all liabilities or expenses incurred by any director or officer in connection
with the defense or disposition of any action, suit or other proceeding to the
extent legally permissible and authorize the Company to advance expenses
incurred in connection with any such defense or disposition, in each case in
accordance with the provisions of the By-Laws, and the Indemnitee has been
serving and continues to serve as a director or officer of the Company in part
in reliance on such By-Laws;
WHEREAS, in recognition of the Indemnitee's need for substantial
protection against personal liability in order to ensure the Indemnitee's
continued service to the Company in an effective manner, and the Indemnitee's
reliance on the aforesaid By-Laws, and in part to provide the Indemnitee with
specific contractual assurance that the protection promised by such By-Laws will
be available to the Indemnitee, the Company wishes to provide in this Agreement
for the indemnification of and the advancing of expenses to the Indemnitee in
accordance with the By-Laws to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the Indemnitee
continuing to serve the Company directly or, at its request, another enterprise,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Basic Indemnification Arrangement.
(a) In accordance with the provisions of the Massachusetts Business
Corporation Law and the By-Laws, the Company shall, to the extent legally