EMC 2007 Annual Report Download - page 133

grandchildren, spouse or common law spouse, siblings or parents of the Participant or to bona fide trusts, partnerships or other entities controlled by and of
which the beneficiaries are Immediate Family Members of the Participant. Any Awards that are transferable are further conditioned on the Participant and
Immediate Family Members agreeing to abide by the Company's then current Award transfer guidelines.
6.5 Exercise; Vesting; Lapse of Restrictions. The Committee may determine the time or times at which (a) an Award will become exercisable, (b) an
Award will vest or (c) the restrictions to which an Award is subject will lapse. In the case of an Award that becomes exercisable, vests or has restrictions
which lapse in installments, the Committee or the Board of Directors may later determine to accelerate the time at which one or more of such installments
may become exercisable or vest or at which one or more restrictions may lapse; provided, however, that the Committee or the Board of Directors may not
accelerate the vesting or lapse of one or more restrictions with respect to a Stock Award if such action would cause such Stock Award to fully vest in a period
of time that is less than the applicable minimum period set forth in Section 6.10.3. Except as the Committee otherwise determines, no Award requiring
exercise shall have deferral features, or shall be administered in a manner that would cause such Award to fail to qualify for exemption from Section 409A of
the Code; provided, however, that any Award resulting in a deferral of compensation subject to Section 409A of the Code shall be construed to the maximum
extent possible, as determined by the Committee, consistent with the requirements of Section 409A of the Code.
6.5.1 Determination of the Exercise Price. The Committee will determine the exercise price, if any, of each Award requiring exercise.
Notwithstanding the foregoing, the exercise price per share of Common Stock for an Option or Stock Appreciation Right shall be not less than 100%
(110% in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) of the Fair Market Value per share on the date the Option or
Stock Appreciation Right is granted.
6.5.2 Additional Conditions. The Committee or the Board of Directors may at the time of grant condition the exercise of an Award upon
agreement by the Participant to subject the Common Stock to any restrictions on transfer or repurchase rights in effect on the date of exercise, upon
representations regarding the continuation of a Service Relationship and upon other terms not inconsistent with this Plan. Any such conditions shall be
set forth in the Award agreement or other document evidencing the Award.
6.5.3 Manner of Exercise. Any exercise of an Award shall be in writing signed by the proper person and delivered or mailed to the office of
Stock Option Administration of the Company, accompanied by an appropriate exercise notice and payment in full for the number of shares in respect to
which the Award is exercised, or in such other manner as may be from time to time prescribed by the Committee, including, without limitation, pursuant
to electronic, telephonic or other instructions to a third party administrating the Plan. In the event an Award is exercised by the executor or administrator
of a deceased Participant, or by the person or persons to whom the Award has been transferred by the Participant's will or the applicable laws of descent
and distribution, the Company shall be under no obligation to deliver stock thereunder until the Company is satisfied that the person or persons
exercising the Award is or are the duly appointed executor or administrator of the deceased Participant or the person or persons to whom the Award has
been transferred by the Participant's will or by the applicable laws of descent and distribution.
6.5.4 Payment of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Committee may determine the required
or permitted forms of payment, subject to the following: all payments will be by cash or check acceptable to the Committee, or, if so permitted by the
Committee, (i) through the delivery of shares of Common Stock that have been outstanding for at least six months (unless the Committee approves a
shorter period) and that have a fair market value equal to the exercise price, (ii) by delivery to the Company of a promissory note of the person
exercising the Award, payable on such terms as are specified by the Committee, (iii) through a broker-assisted exercise program acceptable to the
Committee, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in