EMC 2007 Annual Report Download - page 132

4.4 Type of Shares. Common Stock delivered by the Company under the Plan may be authorized but unissued Common Stock or previously issued
Common Stock acquired by the Company. No fractional shares of Common Stock will be delivered under the Plan.
4.5 Limit on Shares for Performance Awards. No more than 2,000,000 shares may be allocated to the Performance Awards that are granted to any
individual Participant during any 12 month period. This limit shall not be adjusted by the cancellation, forfeiture, termination, expiration, or lapse of any
Performance Award prior to its payment.
5. Eligibility and Participation.
The Committee will select Participants from among those key employees of, and consultants and advisors to, the Company or its Subsidiaries who, in the
opinion of the Committee, are in a position to make a significant contribution to the success of the Company and its Subsidiaries. Eligible Directors may be
granted Awards by either the Committee or the Board of Directors. If Eligible Directors are granted Awards by the Board of Directors, the Board of Directors
may exercise all the powers of the Committee under the Plan with respect to such Awards. Eligibility for Incentive Stock Options is limited to employees of
the Company or of a "parent corporation" or "subsidiary corporation" of the Company as those terms are defined in Section 424 of the Code.
6. Awards.
6.1 General. The Plan provides for the grant of Awards, which may be in the form of Options, Restricted Stock, Restricted Stock Units and Stock
Appreciation Rights. The Committee will determine the terms and conditions of all Awards, subject to the limitations provided herein. The Plan also provides
for the grant of Performance Awards under Section 6.11. Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, grant
Awards under the Plan containing performance-related goals that do not constitute Performance Awards, do not comply with Section 6.11, are not subject to
the limitation set forth in Section 4.5, and are not granted or administered to comply with the requirements of Section 162(m) of the Code.
6.2 Participants. From time to time while the Plan is in effect, the Committee may, in its absolute discretion, select from among the persons eligible
to receive Awards (including persons to whom Awards were previously granted) those Participants to whom Awards are to be granted.
6.3 Award Agreements. Each Award granted under the Plan shall be evidenced by a written agreement in such form as the Committee shall from time
to time approve. Award agreements shall comply with the terms and conditions of the Plan and may contain such other provisions not inconsistent with the
terms and conditions of the Plan as the Committee shall deem advisable. In the case of an Incentive Stock Option, the Award agreement shall contain such
provisions relating to exercise and other matters as are required of "incentive stock options" under the Code. Award agreements may be evidenced by an
electronic transmission (including an e-mail or reference to a website or other URL) sent to the Participant through the Company's normal process for
communicating electronically with its employees. As a condition to receiving an Award, the Committee may require the proposed Participant to affirmatively
accept the Award and agree to the terms and conditions set forth in the Award agreement by physically and/or electronically executing the Award agreement
or by otherwise physically and/or electronically acknowledging such acceptance and agreement. With or without such affirmative acceptance, however, the
Committee may prescribe conditions (including the exercise or attempted exercise of any benefit conferred by the Award) under which the proposed
Participant may be deemed to have accepted the Award and agreed to the terms and conditions set forth in the Award agreement.
6.4 Non-Transferability of Awards. No Award may be transferred by the Participant otherwise than by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order, and during the Participant's lifetime the Award may be exercised only by him or her; provided, however, that
the Committee, in its discretion, may allow for transferability of Awards by the Participant to "Immediate Family Members." "Immediate Family Members"
means children,