EMC 2007 Annual Report Download - page 138

increase the Common Stock that would otherwise be payable upon achievement of the Performance Goal or Goals, but may reduce or eliminate the
payments, except as provided in the terms of the Performance Award.
6.11.4 Certification of Achievement of Performance Goals. The actual payments of Common Stock to a Participant under a Performance Award
will be calculated by applying the achievement of Performance Criteria to the Performance Goal. In the case of any Performance Award to a "covered
employee" within the meaning of Section 162(m) of the Code, the Committee shall make all calculation of actual payments of Common Stock and shall
certify in writing prior to the payment of the Performance Award the extent, if any, to which the Performance Goals have been met; provided, however,
that the Committee shall not be required to certify the extent to which the Performance Goals have been met if the payments under the Performance
Award are attributable solely to the increase in the price of the Common Stock.
6.11.5 Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be made in accordance with terms and
conditions prescribed or authorized by the Committee. The Committee may permit the Participants to elect to defer, or the Committee may require the
deferral of, the receipt of Performance Awards upon such terms as the Committee deems appropriate.
6.12 Authority of the Committee. Subject to the provisions of Section 9, the Committee shall have the authority, either generally or in any particular
instance, to waive compliance by a Participant with any obligation to be performed by him under an Award and to waive any condition or provision of an
Award, except that the Committee may not (a) increase the total number of shares covered by any Incentive Stock Option (except in accordance with
Section 7), (b) reduce the exercise price per share of any Incentive Stock Option (except in accordance with Section 7) or (c) extend the term of any Incentive
Stock Option to more than ten years. Any such waiver by the Committee in any particular instance shall not be construed as a bar, waiver or other limit of any
other right with respect to any other instance.
6.13 Listing of Common Stock, Withholding and Other Legal Requirements. The Company shall not be obligated to deliver any Common Stock until
all federal, state and international laws and regulations which the Company may deem applicable have been complied with, nor, in the event the outstanding
Common Stock is at the time listed upon any stock exchange, until the stock to be delivered has been listed or authorized to be added to the list upon official
notice of issuance to such exchange. In addition, if the shares of Common Stock subject to any Award have not been registered in accordance with the
Securities Act of 1933, as amended, the Company may require the person or persons who wishes or wish to exercise such Award to make such representation
or agreement with respect to the sale of Common Stock acquired on exercise of the Award as will be sufficient, in the opinion of the Company's counsel, to
avoid violation of said Act, and may also require that the certificates evidencing said Common Stock bear an appropriate restrictive legend.
7. Effect of Certain Transactions.
7.1 Changes to Common Stock. In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the
Common Stock that becomes effective after the adoption of the Plan by the Board of Directors, the Committee shall make appropriate adjustments in (i) the
number and kind of shares of stock for which Awards may thereafter be granted hereunder, (ii) the number and kind of shares of stock remaining subject to
each Award outstanding at the time of such change and (iii) the exercise price of each Award, if applicable. The Committee's determination shall be binding
on all persons concerned. References in the Plan to shares of Common Stock will be construed to include any stock or securities resulting from an adjustment
pursuant to this Section 7.1.
7.2 Merger or Consolidation. Subject to any required action by the shareholders, if the Company shall be the surviving corporation in any merger or
consolidation (other than a merger or consolidation in which the Company survives but in which a majority of its outstanding shares are converted into
securities of another corporation or are exchanged for other consideration), any Award granted