EMC 2007 Annual Report Download - page 131

possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or a subsidiary.
2. Purpose.
The Plan has been established to advance the interests of the Company by providing for the grant to Participants of incentive Awards.
3. Administration.
3.1 The Plan shall be administered by the Committee and, to the extent provided herein, the Board of Directors. A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members.
3.2 Subject to the provisions set forth herein, the Committee shall have full authority to determine the provisions of Awards to be granted under the
Plan. Subject to the provisions set forth herein, the Committee shall have full authority to interpret the terms of the Plan and of Awards granted under the
Plan, to adopt, amend and rescind rules and guidelines for the administration of the Plan and for its own acts and proceedings and to decide all questions and
settle all controversies and disputes which may arise in connection with the Plan.
3.3 The decision of the Committee or the Board of Directors, as applicable, on any matter as to which the Committee or the Board of Directors, as
applicable, is given authority under Section 3.2 shall be final and binding on all persons concerned.
3.4 Nothing in the Plan shall be deemed to give any officer or employee, or his legal representatives or assigns, any right to participate in the Plan,
except to such extent, if any, as the Committee or the Board, as applicable, may have determined or approved pursuant to the provisions of the Plan.
4. Shares Subject to the Plan; Limitations.
4.1 Number of Shares. The maximum number of shares of Common Stock that may be delivered in satisfaction of Awards granted under the Plan
shall be the sum of (i) 300,000,000, (ii) the number of shares available for grant under the Prior Plans as of the day immediately preceding the Amended and
Restated Plan Effective Date, and (iii) the number of shares subject to outstanding awards under the Prior Plans as of the day immediately preceding the
Amended and Restated Plan Effective Date to the extent such awards terminate or expire on or after the Amended and Restated Plan Effective Date without
the delivery of shares (such shares may hereinafter be referred to as the "Authorized Shares").
4.2 Fungible Share Plan. Each share of Common Stock subject to or issued in respect of an Option or a Stock Appreciation Right shall be counted
against the Authorized Shares as one (1) share. Each share of Common Stock subject to or issued in respect of a Stock Award shall be counted against the
Authorized Shares as two (2) shares.
4.3 Reacquired Shares. If any Award granted under the Plan expires, is terminated or is canceled (including an Award which terminates by
agreement between the Company and the Participant), or if shares of Common Stock are reacquired by the Company upon the rescission of an Award or the
rescission of the exercise of an Award, the number of shares of Common Stock subject to the Award immediately prior to such expiration, termination or
cancellation or the number of shares of Common Stock that have been reacquired upon any rescission, shall be available for future grant. The following shares
shall not be available for future grant: (i) shares tendered in payment of the exercise price of an Option and (ii) shares withheld by the Company or otherwise
received by the Company to satisfy tax withholding obligations. In addition, the Authorized Shares shall not be increased by any shares of Common Stock
repurchased by the Company with Option proceeds and all shares of Common Stock covered by a Stock Appreciation Right shall be counted against the
Authorized Shares.