EMC 2007 Annual Report Download - page 135

clause (b) of the prior sentence provides for vesting or the lapse of restrictions upon the fulfillment or satisfaction of certain specified goals or conditions
(other than time-based vesting or restrictions), then subsequent to the Retirement Date, the unvested or restricted portion of an Award shall no longer be
subject to such vesting or lapse of restrictions based upon such specified goals or conditions and instead shall be subject only to the time-based vesting
or restrictions set forth in the Award. All Awards may be exercised by the Participant at any time or times in accordance with the terms and conditions
thereof (including any applicable vesting schedule or restrictions). Notwithstanding the foregoing, in the event the Participant fails to exercise an
Incentive Stock Option within three months after the Retirement Date, such Option shall remain exercisable but will be treated as an Option that does
not qualify as an Incentive Stock Option. "Retirement" means for an employee, consultant or advisor of the Company or any of its Subsidiaries, the
voluntary retirement by a Participant from service as an employee, consultant or advisor of the Company or any of its Subsidiaries (A) after the
Participant has attained at least fifty-five years of age and at least five years of continuous service as an employee, consultant or advisor of the Company
or any of its Subsidiaries or (B) after the Participant has attained at least twenty years of continuous service as an employee, consultant or advisor of the
Company or any of its Subsidiaries.
6.6.4 Termination of a Participant's Service Relationship for any Other Reason. If a Participant's Service Relationship terminates for any
reason other than death, Disability or Retirement, all (a) vested Options that do not qualify as Incentive Stock Options and vested Stock Appreciation
Rights held by the Participant shall remain exercisable and shall not expire until 5 p.m. United States eastern time on the earlier to occur of (i) the date
that is three months after the date of termination or (ii) the date upon which the term of the Award expires; provided, however, that all Awards held by a
Participant shall immediately expire if the Participant's Service Relationship terminates for Cause or if the Participant engages in "Detrimental Activity"
(as defined in Section 6.7), and (b) unvested Options, vested Incentive Stock Options, unvested Stock Appreciation Rights and all Stock Awards held by
the Participant shall thereupon expire at 5 p.m. United States eastern time on the date of termination unless the Award by its terms, or the Committee or
the Board of Directors by resolution, shall expressly allow the Participant to exercise any or all of the Awards held by the Participant after termination;
provided, however, that notwithstanding any such express allowance, any such Award which is an Incentive Stock Option and remains exercisable after
termination shall be treated as an Option that does not qualify as an Incentive Stock Option after three months following such termination. The
Company shall have the sole discretion to set the date of termination for purposes of the Plan, without regard to any notice period or other obligation
under the applicable laws of the jurisdiction where the Participant is employed or engaged. If the Committee or the Board of Directors so decides, an
Award may provide that a leave of absence granted by the Company or any Subsidiary is not a termination of a Service Relationship for the purpose of
this Section 6.6.4, and in the absence of such a provision the Committee may in any particular case determine that such a leave of absence is not a
termination of a Service Relationship for such purpose. The Committee shall also determine all matters relating to whether a Service Relationship is
continuous, including, for example and without limitation, in the event the Service Relationship changes from an employment relationship to a
consulting or advisory relationship.
6.6.5 The provisions of Sections 6.6.1, 6.6.2 and 6.6.3 shall not apply to Awards held by a Participant who engages or has engaged in Detrimental
Activity (as defined in Section 6.7).
6.6.6 Notwithstanding anything in this Section 6.6 to the contrary, (i) no Award granted under the Plan may be exercised beyond the date on
which such Award would otherwise expire pursuant to the terms thereof, and (ii) no Incentive Stock Option granted under the Plan may be exercised
after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) from the date the Incentive
Stock Option was granted.
6.7 Cancellation and Rescission of Awards. The following provisions of this Section 6.7 shall apply to Awards granted to (i) Participants who are
classified by the Company or a Subsidiary as an